|
Annual General Meeting of The East Asiatic Company Ltd. A/S on Thursday, 21 March 2013, at 16:00 at the Radisson BLU Falconer Hotel & Conference Center, 9 Falkoner Allé, DK-2000 Frederiksberg. |
|
Agenda:
| a. | Presentation of the Board of Directors’ report on EAC’s activities in the past year. |
| b. | Presentation of the audited annual report for adoption, including approval of the remuneration for the Board of Directors for the year 2013, and a resolution of discharge of the Board of Directors and the Executive Board from their obligations. |
| c. | Resolution regarding the application of the net profits for the year according to the audited annual report as adopted. |
| d. | Election of members to the Board of Directors. |
| e. | Appointment of auditor. |
| f. | Authorising the acquisition of treasury shares. |
The Complete Proposals:
All proposals are made by the Board of Directors.
Re. item a.
It is proposed that the Board of Directors’ report on the Company’s activities in the past year be adopted.
Re. item b.
It is proposed that the audited Annual Report 2012 be adopted; that the Board of Directors and the Executive Board are discharged from their obligations for the year; and that the remuneration for the Board of Directors for the year 2013 is approved as follows.
Chairman, Henning Kruse Petersen DKK 600,000
Deputy chairman, Preben Sunke DKK 450,000
Ordinary board member, Connie Astrup-Larsen DKK 300,000
Ordinary board member Mats Lönnqvist DKK 300,000
The proposed remuneration for the Board of Directors for the year 2013 is unchanged from the remuneration paid for the year 2012.
Re. item c.
It is proposed that no dividend is distributed for the year 2012 and that the profit of the year is carried forward to next year.
Re. item d.
Pursuant to the Articles of Association (8.2), the members elected by the shareholders at the Annual General Meeting shall retire every year.
Henning Kruse Petersen, Preben Sunke, Connie Astrup-Larsen and Mats Lönnqvist are nominated for re-election.
For a presentation of the individual nominees, please refer to www.eac.dk.
Re. item e.
Pursuant to the Articles of Association (12.2), the auditor is appointed by the shareholders at the Annual General Meeting for 12 months at a time.
KPMG Statsautoriseret Revisionspartnerselskab is nominated for re-election.
Re. item f.
It is proposed that the shareholders at the Annual General Meeting authorise the Board of Directors to permit the Company to acquire treasury shares in the period until the next Annual General Meeting up to a combined nominal value totalling 10 per cent of EAC’s share capital. The purchase price may not deviate by more than 10 per cent from the price listed on NASDAQ OMX Copenhagen A/S at the time of acquisition.
Adoption requirements
The above proposals can be adopted by simple majority.
Information on share capital and voting rights
At the time of the notice convening the Annual General Meeting, the share capital amounts to DKK 864,364,165 at a nominal share value of DKK 70 each. There are also shares at a nominal value of DKK 35 each. Each share amount of DKK 70 confers one vote upon the holder; each share amount of DKK 35 confers one half-vote upon the holder.
Record date
A shareholder's right to attend the Annual General Meeting and to vote shall be determined in proportion to the shares held by such shareholder as of the record date. The shares held by each shareholder as of the record date shall be calculated based on the entry in the Register of Shareholders regarding the shareholder's ownership and any notifications from the shareholder regarding ownership received by EAC with a view to being recorded in the Register of Shareholders, but which have not yet been recorded.
The record date is Thursday, 14 March 2013.
Admission cards etc.
Shareholders, proxies and any accompanying advisors must have admission cards in order to participate at the Annual General Meeting.
The admission cards can be ordered via the Company’s website, www.eac.dk.
Alternatively, physical admission card requisition can be ordered via the Company’s website, www.eac.dk and send by letter post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, or by e-mail to vpinvestor@vp.dk.
Requests for admission cards should reach VP Investor Services A/S no later than Friday, 15 March 2013 at 23:59. Shareholders are entitled to attend by proxy and can attend the Annual General Meeting accompanied by an advisor. A proxy can also attend the Annual General Meeting together with an advisor.
The Annual Report 2012 is available on EAC’s website www.eac.dk, Shareholders wishing to have the Annual Report 2012 sent by post are requested to contact EAC’s Shareholders’ Secretariat on telephone +45 35 25 43 00 or to send an e-mail to eac@eac.dk.
Questions
Until one week before the Annual General Meeting the shareholders can ask questions in writing to the management of the Company on matters relevant to the assessment of the Annual Report 2012, the Company’s situation in general or to other matters which are to be decided upon at the Annual General Meeting. Shareholders, wishing to make use of their right to pose questions, can send the question(s) by letter post to the Company. The reply can be in writing, and is also considered to be a reply when published on the Company website, www.eac.dk. Management can refrain from replying if the questioner is not represented at the Annual General Meeting.
The shareholders may also pose questions verbally to the management about the above-mentioned matters at the Annual General Meeting and questions to the Annual Report 2012 may also be asked here to the auditor of the Company appointed by the Annual General Meeting.
Instrument of proxy
Shareholders may choose to be represented at the Annual General Meeting by signed and dated proxy. An instrument of proxy can be issued on the website of VP Investor Services A/S, www.vp.dk/gf or the Company’s website, www.eac.dk by using NemID or VP-ID no later than Friday, 15 March 2013 at 23:59.
Alternatively, an instrument of proxy can be downloaded and printed from the Company’s website, www.eac.dk, and send by post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, or by e-mail to vpinvestor@vp.dk.
Provided that an admission card has been ordered in time, a physical proxy may be issued until Thursday, 21 March 2013. Instrument of proxy may be revocated by post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, or by e-mail to vpinvestor@vp.dk.
Vote by correspondence
Furthermore, shareholders may vote by correspondence. A physical form for correspondence voting is available on the Company’s website, www.eac.dk and can be sent by letter post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, or by e-mail to vpinvestor@vp.dk. A vote by correspondence must reach VP Investor Services A/S no later than Wednesday, 20 March 2013 at 10:00. A vote by correspondence cannot be retracted.
Practical information
Light refreshments will be served in the foyer after the Annual General Meeting.
Yours sincerely,
The East Asiatic Company Ltd. A/S
THE BOARD OF DIRECTORS
