Under 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
Thursday, 12 April 2012 at 3 p.m.
At First Hotel Høje Taastrup, Carl Gustavs Gade 1, DK-2630 Taastrup. The agenda of the general meeting is as follows:
- 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, deputy chairman and other members of the Supervisory Board.
- Election of auditor.
- Proposed resolutions.
5a. Adoption of general guidelines for incentive pay.
5b. Adoption of remuneration policy for the Supervisory Board and the Executive Board.
5c. New secondary names.
- 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 Supervisory Board recommends to the general meeting that no dividend should be distributed for 2011.
Re 3
The Supervisory Board proposes that
-
Kurt Anker Nielsen should be re-elected as chairman of the Supervisory Board
Kristian Kolding should be re-elected as deputy chairman of the Supervisory
Board - Aksel Lauesgaard Nissen, Agnete Raaschou-Nielsen, Lars Green and John Stær should be re-elected to the Supervisory Board.
Re 4
The Supervisory Board proposes that KPMG should be re-elected as auditor.
Re 5a
The Supervisory Board proposes that the general guidelines for incentive pay to the Company’s management as adopted by the general meeting on 16 April 2008 should be revised. The full text of the Supervisory Board’s proposed new guidelines for incentive pay is available on the Company’s website (www.dlh.com).
Re 5b
The Supervisory Board recommends that the remuneration policy adopted by the Supervisory Board in accordance with the Recommendations on Corporate Governance should be adopted by the general meeting. The remuneration policy is available on the Company’s website (www.dlh.com).
Re 5c
The Supervisory Board proposes that the following names should be adopted as secondary names of the Company: DLH Global Trading & Sourcing A/S, DLH Global Sales & Sourcing A/S, DLH Global Sales A/S, and DLH Global Sourcing A/S.
SPECIAL MAJORITY REQUIREMENTS
There are no special majority requirements in respect of the proposed resolutions in agenda items 1, 2, 3, 4, 5a and 5b, and they may therefore be passed by a simple majority of votes. The proposed resolution in agenda item 5c is subject to being adopted by not less than two-thirds of both the votes cast and of the voting share capital represented at the general meeting.
REGISTRATION, ADMISSION AND PROXIES
Date of registration
Shareholders are entitled to attend and vote at the general meeting in proportion to the number of shares held by them at the date of registration. The date of registration is one week before the date of the general meeting, i.e. 5 April 2012. Each shareholder’s shareholding will be determined at the date of registration, based on the number of shares held by that shareholder as registered in the register of shareholders and on any notice of ownership received by the Company or the keeper of the register of shareholders for the purpose of registration in the register of shareholders, but not yet registered.
Final date for notice of attendance and admission cards
Shareholders, or their proxies, who wish to attend the general meeting must give notice of their attendance to the Company on or before 10 April 2012 in accordance with Article 10.1 of the Articles of Association and must obtain admission cards as specified below. This requirement also applies to advisors attending together with shareholders and proxies. 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 in the enclosed return envelope, or by fax on +45 45 46 09 98, for receipt by 10 April 2012. 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 attaching to your shares. You may use the enclosed form, which must reach Computershare by 10 April 2012 noon Danish time. The proxy form is also available on the Company’s website, www.dlh.com.
Voting by post
You may also vote by post before the date of the general meeting. If you wish to vote by post, please complete and send the enclosed form, duly signed and dated, to Computershare for receipt by 11 April 2012 noon Danish time. Postal votes may also be cast on the Company’s website, www.dlh.com, by 11 April 2012 noon Danish time.
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 ACCOUNT-HOLDING BANK
Under the Articles of Association, the Company’s share capital is DKK 267,832,485 at the date of this notice.
The Articles of Association provide as follows in relation to voting rights in the Company at the date of the 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 at the date of the notice
- The agenda and the full text of all proposals to be submitted to the general meeting
- A form for ordering admission cards, granting proxies, or casting postal votes
- The 2011 annual report
- Information about the Supervisory Board and the auditor in connection with agenda items 3 and 4
RIGHT TO ASK QUESTIONS
Before the general meeting, shareholders may submit written questions to the Company’s management about matters affecting the assessment of the 2011 annual report, the Company’s position in general, or other matters in respect of which resolutions are to be passed at the general meeting. The shareholders may also ask questions about the Company’s relations with other DLH group companies. Shareholders who wish to exercise this right may send their questions by post to Dalhoff Larsen & Horneman A/S, Skagensgade 66, DK-2630 Taastrup. The questions may be answered in writing, including by making the answers available on the Company’s website, www.dlh.com. No answer is required to be provided 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.
Høje Taastrup, 21 March 2012
Dalhoff Larsen & Horneman A/S
The Supervisory Board
Please direct any inquiries relating to the announcement to President and CEO Kent Arentoft on telephone no. +45 43 50 01 01.
