In accordance with Article 7.1 of the Articles of Association, notice is hereby given of the annual general meeting of Dalhoff Larsen & Horneman A/S to be held on
Monday 28 April 2014 at 1:30 p.m.
at Ellebjergvej 50-52 (meeting rooms in the courtyard), DK-2450 Copenhagen SV with the following agenda:
- Presentation and adoption of the audited annual report
- Resolution on the appropriation of profit or loss as recorded in the adopted annual report
- Election of chairman, vice chairman and other members of the Board of Directors
- Election of auditor
- Proposed resolutions
- 5.a Proposal to approve the annual fee to the members of the Board of Directors
- 5.b The Board of Directors requests an authorization from the general meeting in order that the company in the period until the next annual general meeting may acquire own shares for up to a total nominal value of 10% of the company’s share capital, including the company's existing holding of own shares. The consideration may not deviate by more than 5% from the bid price quoted on NASDAQ OMX Copenhagen at the time of the acquisition. The bid price quoted on NASDAQ OMX Copenhagen means the closing bid price all trades at 5:00 p.m.
- Any other business
Re 1
Presentation and adoption of the audited annual report.
Re 2
Resolution on the appropriation of profit or loss as recorded in the adopted annual report. The Board of Directors recommends to the general meeting that no dividend should be distributed for 2013.
Re 3
The Board of Directors proposes that
- Kurt Anker Nielsen be re-elected as chairman of the Board of Directors,
- Agnete Raaschou-Nielsen be elected as vice chairman,
- Kristian Kolding, Lars Green and John Stær be re-elected as members of the Board of Directors. Peter Høgsted has announced that he does not stand for re-election to the Board of Directors.
Re 4
The Board of Directors proposes that KPMG (later in 2014 KPMG will change its name to Ernst & Young) be re-elected as auditor.
Re 5a
The Board of Directors proposes to set the annual fee to Board of Directors members to DKK 120,000. Pursuant to the remuneration policy of the company, each member of the Board of Directors receives a fixed remuneration, while the remuneration for the chairman is three times as big and for the vice chairman twice as big. In addition, the chairman of the auditing committee receives a supplementary fixed remuneration, and each member of the auditing committee receives a supplementary amount corresponding to half of that amount.
Re 5b
The Board of Directors requests an authorization from the general meeting in order that the company in the period until the next annual general meeting may acquire own shares for up to a total nominal value of 10% of the company’s share capital, including the company's existing holding of own shares. The consideration may not deviate by more than 5% from the bid price quoted on NASDAQ OMX Copenhagen at the time of the acquisition.
If own shares are acquired it is the intention that these shall be cancelled via a subsequent capital reduction.
SPECIAL MAJORITY REQUIREMENTS
There are no special majority requirements in respect of the proposed resolutions and they may therefore be passed by a simple majority of votes.
Registration, admission, proxy and postal voting
Date of registration
A shareholder's right to participate in the general meeting and vote his/her shares is determined on the basis of the number of shares held by the shareholder on 21 April 2014 (the date of registration). The shares held by each individual shareholder must be determined at the date of registration, based on the ownership information registered about the shareholder in the register of shareholders, and based on any notice of ownership received by the company or the keeper of the register of shareholders for the purpose of registration, but not yet registered, in the register of shareholders.
Final date for notice of attendance and admission cards
Shareholders, or their proxies, who wish to attend the general meeting must give notice to the company of their attendance no later than 24 April 2014 at 23.59 Danish time in accordance with Article 10.1 of the Articles of Association and must obtain admission cards in due time as specified below. This requirement also applies to any advisor attending the meeting together with a shareholder or his/her proxy. Admission cards can be obtained via the company's website www.dlh.com. Alternatively, the enclosed form can be sent, duly completed and signed, to Computershare, Kongevejen 418, DK-2840 Holte, or by fax on +45 45 46 09 98, for receipt by Computershare no later than 24 April 2014 at 23:59 Danish time. The participants will then receive admission cards for physical attendance at the address specified in the form.
Proxies
If you are prevented from attending the general meeting, you may appoint a proxy to cast the votes carried by your shares. The proxy form is available on the company's website www.dlh.com. Alternatively, you may use the enclosed form, which must reach Computershare no later than 24 April 204 at 23:59 Danish time. The form can be sent, duly completed and signed, to Computershare, Kongevejen 418, DK-2840 Holte, or by fax on +45 45 46 09 98.
Postal voting
You may also vote by post prior to the date of the general meeting. By using NemID, postal votes may be cast on the company's website www.dlh.com no later than 25 April 2014 at 12:00 noon Danish time. Alternatively, please complete and send the enclosed form, duly signed and dated, to Computershare for receipt no later than 25 April 2014 at 12:00 noon Danish time. The form can be sent to Computershare, Kongevejen 418, DK-2840 Holte, or by fax on +45 45 46 09 98.
Finally, admission cards and ballot papers can be obtained via the company's office by providing the name registered in the register of shareholders, or presenting an account statement or a custody account statement from VP Securities together with the shareholder's name and address.
Share capital, voting rights and issuing bank
Under the Articles of Association, the company's share capital is DKK 267,832,485 as at the date of this notice.
The Articles of Association provide the following voting rights in the company as at the date of this notice:
Following registration (see Article 10.2), each share of DKK 5.00 carries one vote.
The company's shareholders may exercise their financial rights through Danske Bank as the issuing bank.
Agenda, etc.
No later than three weeks before the date of the general meeting, the following information will be available to the shareholders on the company's website www.dlh.com:
- The notice convening the general meeting
- The total number of shares and voting rights as at the date of the notice
- The agenda and the full text of all proposals
- A form for ordering admission cards, granting proxies, or casting postal votes
- The 2013 annual report
- Background information about the Board of Directors and the auditor, see agenda items 3 and 4
Right to ask questions
Prior to the general meeting, shareholders may submit written questions to the company's management about matters affecting the assessment of the 2013 annual report, the company's position in general, or other matters to be decided at the general meeting. The shareholders' questions may also concern the company's relations to other DLH group companies. Shareholders who wish to exercise this right may send their questions by post to Dalhoff Larsen & Horneman A/S, Ellebjergvej 50-52, 4., DK-2450 Copenhagen SV. The questions may be answered in writing, for instance by making the answers available on the company's website: www.dlh.com. The answering of a question may be omitted if the shareholder who has asked the question is not represented at the general meeting. At the general meeting, shareholders may also ask oral questions about these matters to the company's management and oral questions about the annual report to the company's auditor elected by the general meeting.
Copenhagen, 28 March 2014
Dalhoff Larsen & Horneman A/S
The Board of Directors
For further information about this announcement, please contact President/CEO Kent Aren-toft, on tel: +45 4350 0101.
