Skive, 2013-04-10 17:20 CEST (GLOBE NEWSWIRE) --
Annual general meeting in Dantherm A/S
As previously announced, the annual general meeting in Dantherm A/S was held today, 10 April 2013. Please refer to the agenda on the pages 2 to 3.
Note was taken of the report of the Chairman of the Board of Directors. The annual report for 2012 was adopted, and the Board of Directors’ proposal that no dividend be paid was passed.
The general meeting re-elected the nominated candidates for the Board of Directors:
- Niels Kristian Agner
- Jørgen Møller-Rasmussen
- Nils Rosenkrands Olsen
- Preben Tolstrup
Moreover, the following employee representatives will continue as members of the Board of Directors:
- Conni-Dorthe Laursen
- Per Friis Pedersen
- Søren Østergaard Hansen
KPMG Statsautoriseret Revisionspartnerselskab was re-elected as the company's auditors.
The general meeting adopted the proposal of the Board of Directors that the Articles concerning the Board of Directors’ authorisation to increase capital be amended.
At the first meeting of the Board of Directors held subsequently, Jørgen Møller-Rasmussen was elected Chairman and Preben Tolstrup was elected Deputy Chairman.
Any enquiries concerning this announcement can be directed at CEO Torben Duer on tel.: +45 99 14 90 14.
Agenda for the general meeting on 10 April 2013
1. The Board of Directors' report on the company's activities during the year.
2. Presentation of the annual report for 2012 for adoption.
3. Resolution concerning the appropriation of profits or the cover of losses in accordance with the adopted annual report.
The Board of Directors proposes that no dividend be paid.
4. Election of members to the company's Board of Directors.
The Board of Directors proposes the re-election of:
-
Niels Kristian Agner
-
Jørgen Møller-Rasmussen
-
Nils Rosenkrands Olsen
-
Preben Tolstrup
Please see Dantherm A/S's annual report for 2012 for information about the individual board members.
5. Election of auditors:
The Board of Directors proposes the re-election of KPMG Statsautoriseret Revisionspartnerselskab as the company's auditors.
6. Any proposals from the Board of Directors or from shareholders.
The Board of Directors proposes the following:
a) It is proposed that Article 2.a.1 of the Articles of Association be amended as follows:
"Until 10 April 2018, the Board of Directors is authorised – on subscription for new shares at a price specified by the Board of Directors – to increase the company's share capital by one or more turns by up to a nominal value of DKK 28,094,260, bringing the share capital to DKK 100,000,000. The capital increase must be with pre-emption rights for existing shareholders. An increase under this Article 2.a.1 must be possible wholly or partly through other means than cash payment if the new shares are issued as payment for full or partial acquisition of an existing enterprise or a certain asset.'"
It is proposed that the following be inserted as a new Article 2.a.2 of the Articles of Association:
"Until 10 April 2018, the Board of Directors is authorised – on subscription for new shares at a price specified by the Board of Directors – to increase the company's share capital by one or more turns by up to a nominal value of DKK 28,094,260, bringing the share capital to DKK 100,000,000. The capital increase must be without pre-emption rights for existing shareholders, and the new shares must be subscribed for at the market price. An increase under this Article 2.a.2 must be possible wholly or partly through other means than cash payment if the new shares are issued as payment for full or partial acquisition of an existing enterprise or a certain asset.'"
It is proposed that Article 2.a.2 of the Articles of Association be inserted as a new Article 2.a.3 with the following wording:
"Furthermore, the new shares subscribed for under Article 2.a.1 or Article 2.a.2 are subject to the same rules as apply to the previous shares in the company. The shares are negotiable instruments, but may be registered in the name of the holder in the company's Register of Owners. The shares are subject to the same rules on pre-emption right, voting right and redeemability as the previous shares."
7. Any other business.
