In accordance with the articles of association § 8 we hereby invite you to an
extraordinary general meeting for Nordicom A/S, to be held Monday 25th May 2009
at 10.00 at Nordicom's office, Kongens Nytorv 26, 4th floor, 1050 Copenhagen K.
The call for an extraordinary general meeting is required in order to adopt the
proposals from the board of directors, as less than 2/3 of the share capital
was represented at the annual general meeting.
The following agenda has been devised for the extraordinary general meeting:
1. Election of chair.
2. Proposals from the board of directors:
2.1 Authorization to the board to increase the company's share capital up to a
nominal value of 150,000,000.00, in accordance with the Danish corporation
law § 37. The increase in shares may be made through one or more capital
increases in the period up until April 1st 2014. The capital increases must
be carried out through cash payments, non-cash contributions or conversion
of debt, with or without pre-emptive rights for the existing shareholders,
subject to the decision of the board in each instance. Cash capital
increases made without any pre-emptive rights for the company's existing
shareholders must be carried out at or above market price.
2.2 Authorization to the board to issue bonds or letters of debt which give the
holder the right to convert this claim to shares, cf. the Danish corporation
law § 41 b, for an amount of up to 150,000,000.00, against payment of cash
or transfer of assets. The issuance of loans may be made via one or more
issues in the period up until April 1st 2014. Loans can be taken out with
or without pre-emptive rights for the existing shareholders, subject to the
decision of the board in each instance. In the case of a cash payment, the
pre-emptive rights can only be waived if the loan is taken out at a price
equal to or above the market price. The board is authorized to increase the
company's capital at the same time.
3. A.O.B.
The adoption of the proposals under 2.1 and 2.2, according to the articles of
association 11.2 requires that the proposal be adopted by at least 2/3 of the
votes cast, as well as by the share capital with the right to vote represented
at the general meeting.
The nominal share capital of the company amounts to DKK 312,785,800 divided
across 3,127,858 shares of DKK 100 each. Each nominal share of DKK 100 equals
one vote. The right to vote can be exercised via a proxy. For proxy voting, a
written and dated proxy must be presented. A proxy cannot be valid for longer
than a year, cf. articles of association 9.2.
The agenda and the complete proposals will be presented at the company's office
at Kgs. Nytorv 26, 1050 Copenhagen K eight days before the extraordinary general
meeting for shareholders to review. The material will also be sent to those of
the company's registered shareholders that have requested this.
All shareholders have the right to participate in the general meeting,
providing they have obtained an admission card at least five days before the
date of the extraordinary general meeting, in accordance with the articles of
association 9.1.
In connection to the extraordinary general assembly there will be no lunch
available.
Admission cards can be obtained from I-NVESTOR DANMARK A/S by returning the
admission leaflet by post or by fax on 45 46 09 98. The admission leaflet or
fax must be received by I-NVESTOR DANMARK A/S by May 20th 2009 at the latest.
You can also sign up electronically at www.nordicom.dk within the same
deadline.
Any shareholder has the right to vote at the general meeting providing
their shares were registered in the shareholder's register no later than the
day before the invitation to the general meeting was sent out, or
providing they have presented and documented their right within the same
deadline and obtained an admission card at least five days before the general
meeting is held.
Copenhagen, May 1st 2009
NORDICOM A/S
Board of directors