The Nordic Exchange
Nikolaj Plads 6
DK-1007 Copenhagen K
11 April 2007
Release No. 6
Annual General Meeting 2007
The annual general meeting of NKT Holding A/S was held on Wednesday 11 April
2007; cf. announcement no. 5, to The Nordic Exchange dated 19 March 2007.
The general meeting approved the annual report containing the reviews of the
Management, the consolidated accounts and the audited annual accounts of the
parent company, as well as the auditors' and the Management's reports. The
general meeting duly discharged the Board of Directors and the Management from
their liabilities for the year ended.
The Board of Directors' proposal for a total dividend of 10 DKK per share of
nominally 20 DKK was adopted.
The Board of Directors' proposal, that the remuneration to the Board of
Directors remains unchanged in 2007 was adopted - i.e. 400,000 DKK to the
chairman, 300,000 DKK to the deputy chairman and 200,000 DKK to each of the
other members.
Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,
director Jan Wraae Folting, president and CEO Jens Maaløe and CFO Jens Due Olsen
were all re-elected as members of the board of directors.
KPMG C. Jespersen Statsautoriseret Revisionsinteressentskab was re-elected as
sole auditor of the company.
The following changes to the articles of association of the company were adopted
at the general meeting:
Amendment of article 3 (3) of the Articles of Association
The shares of the company are registered to bearer, but may be registered in the
name of the holder in the company's register of shareholders. The company's
register of shareholders is maintained by an external registrar, VP Investor
Services A/S (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630
Taastrup.
Amendment of article 3 (4) of the Articles of Association
For the period until the next ordinary general meeting the Board of Directors is
authorized to decide on the distribution of extraordinary dividends.
Loans against bonds
Authorization for the Board of Directors to raise loans against bonds which
confer upon the lender the right to convert his claim into a maximum of
nominally 44,000,000 DKK, corresponding to 2,200,000 new shares.
The authorization for the Board of Directors is inserted in the Articles of
Association as a new
article 3 J:
For a period of 5 years until 11 April 2012 by the decision of the Board of
Directors the Company may by one or more issues raise loans against bonds or
other financial instruments with a right for the lender to convert his claim to
nominally 44,000,000 DKK as a maximum, corresponding to a number of 2,200,000
new shares (convertible loans). Convertible loans may be raised in DKK or the
equivalent in foreign currency computed at the rates of exchange ruling at the
day of loan. The Board of Directors is also authorized to effect the
consequential increase of the capital. Convertible loans may be raised against
payment in cash or in other ways. The Board of Directors may decide to depart
from the shareholders' pre-emption right. If the shareholders' pre-emption right
is deviated from the convertible loans shall be offered at a subscription price
and a conversion price that in the aggregate at least corresponds to the market
price of the shares at the time of the decision of the Board of Directors. The
time limit for conversion may be fixed for a longer period than 5 years after
the raising of the convertible loan. The terms for raising of convertible loans
shall be determined by the Board of Directors, including loan terms and the
rules for conversion of the loans as well as the holder's legal position in case
of capital increase, capital decrease, raising of new convertible loans,
dissolution, merger or demerger of the company before the expiry of the right of
conversion. Time and terms for the capital increase shall be decided by the
Board of Directors observing the rules in sub-article 2 below.
If the Board of Directors exercises the authorization granted in sub-article 1
above, new shares shall be issued to bearer and carry dividend as of a date to
be fixed by the Board of Directors. No restrictions shall apply as to the
pre-emption right of the new shares, and shall rank pari passu with the existing
shares with respect to rights, redeemability and negotiability. The Board of
Directors is authorized to amend the Articles of Association necessary in
connection with the capital increases being effected.
Amendment of article 6 (2) of the Articles of Association
General meetings shall be held in the Danish Capital Region (Region Hovedstaden)
at a place decided by the Board of Directors.
Amendment of article 6 (3) of the Articles of Association
General meetings shall be called by the Board of Directors not earlier than four
weeks and not later than eight days before the general meeting by notification
in the electronic information system of the Danish Commerce and Companies Agency
and by ordinary letter to all shareholders registered in the register of
shareholders.
Further, the general meeting authorised the Board of Directors for the period
until the next ordinary general meeting to arrange for an acquisition by the
company of own shares representing a nominal value up to 10 per cent of the
share capital. The purchase price for such shares shall not deviate more than 10
per cent from the price quoted on the Copenhagen Stock Exchange at the time of
acquisition.
At a meeting of the Board of Directors held after the general meeting,
Attorney-at-law Christian Kjær was elected chairman of the Board of Directors
and Mayor Jan Trøjborg was elected deputy chairman.
Yours faithfully
NKT Holding A/S
Christian Kjær
Chairman of the Board of Directors
The Chairman's full report is available at www.nkt.dk
