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 8 April 2013 at 3:00 p.m.
At First Hotel Høje Taastrup, Carl Gustavsgade 1, DK-2630 Taastrup, 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 Supervisory Board
- Election of auditor
- Proposed resolutions
5.a Proposal to reduce the annual fee to Supervisory Board members from DKK 160,000 to DKK 120,000
5b. Proposal to authorise the Supervisory Board to increase the share capital of the company in one or more issues by a total of nominally DKK 30,000,000, at market price and without pre-emption right for existing shareholders. As a consequence hereof, it is proposed that a new Article 5.1 be inserted in the Articles of Association with the following wording:
"5.1
The share capital of the company may be increased by issue of new shares without pre-emption right for the existing shareholders of the company, and the Supervisory Board is free to determine the time and terms of such increase. The share capital may be increased in one or more issues by up to nominally DKK 30,000,000 (6,000,000 shares of nominally DKK 5.00 each). The share capital may be increased by cash payment or by contribution in kind, including by contribution of an existing business or specific assets, all at market price. The authorisation given to the Supervisory Board is valid for a period of 5 years, until 1 April 2018, and may be extended by the general meeting for one or more periods of up to 5 years at a time.
The new shares shall be registered in the names of the holders in the company's register of shareholders. The new shares shall be negotiable instruments with no restrictions on their negotiability. No shares will carry any special rights, and no shareholders will be required to have his or her shares redeemed in whole or in part."
5.c The Supervisory Board 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.
5.d Proposed addition to the general guidelines on incentive-based remuneration.
5.e Proposal to change Article 7.1 of the Articles of Association to the following wording:
"§7.1
General meetings of the company must be convened by the Supervisory Board by notice in the IT system of the Danish Business Authority and by notice on the company's website no later than 3 weeks and no earlier than 5 weeks prior to the general meeting. The same length of notice must be given in writing to all such shareholders registered in the company's register of shareholders who have requested written notice of general meetings. The shareholders registered with an e-mail address in the company's register of shareholders will receive their notice by e-mail."
- 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 2012.
Re 3
The Supervisory Board proposes that
- Kurt Anker Nielsen be re-elected as chairman of the Supervisory Board,
- Kristian Kolding be re-elected as vice chairman,
- Agnete Raaschou-Nielsen, Lars Green and John Stær be re-elected as members of the Supervisory Board.
Aksel Lauesgaard Nissen has announced that he does not stand for re-election to the Supervisory Board. Consequently, Aksel Lauesgaard Nissen will resign from the Supervisory Board at the annual general meeting.
New candidate for the Supervisory Board is Peter Høgsted.
Peter Høgsted (44 years).
Peter Høgsted has broad international experience e.g. as CEO of the international division of the retail chain Kingfisher plc. and from the IKEA Group as CEO of e.g. Ikea Denmark, Ikea United Kingdom and most recently the Region of Central and Western Europe.
Peter Høgsted is chairman of the Board of Directors of NOA NOA ApS. Peter Høgsted has special experience within DIY chains, logistics and distribution, and he has thorough knowledge of the European do-it-yourself sector.
Re 4
The Supervisory Board proposes that KPMG be re-elected as auditor.
Re 5a
The Supervisory Board proposes to reduce the annual fee to Supervisory Board members from DKK 160,000 to DKK 120,000. According to the remuneration policy of the company, each member of the Supervisory Board 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 Supervisory Board proposes that the Supervisory Board be authorised to increase the share capital of the company in one or more issues by a total of nominally DKK 30,000,000, at market price and without pre-emption right for existing shareholders. This authorisation will enable DLH to use shares for consolidation in the industry.
Re 5c
The Supervisory Board 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.
Own shares shall be used to cover the long-term incentive programme for members of group management. This will take place in accordance with the general guidelines on incentive-based remuneration.
Re 5d.
The Supervisory Board proposes to add the following to the general guidelines on incentive-based remuneration: "In special situations where it is considered appropriate by the Supervisory Board to perform special tasks or where, in the opinion of the Supervisory Board, a special effort is required, the Supervisory Board may enter into other agreements with the group management which may result in payment of an additional bonus of up to one year's base salary."
Re 5e.
The Supervisory Board proposes that general meetings be convened by the Supervisory Board by notice in the IT system of the Danish Business Authority and by notice on the company's website no later than 3 weeks and no earlier than 5 weeks prior to the general meeting. The same length of notice must be given in writing to all such shareholders registered in the company's register of shareholders who have requested written notice of general meetings. The shareholders registered with an e-mail address in the company's register of shareholders will receive their notice by e-mail.
SPECIAL MAJORITY REQUIREMENTS
There are no special majority requirements in respect of the proposed resolutions in agenda items 1, 2, 3, 4, 5a, 5c and 5d, and they may therefore be passed by a simple majority of votes. Adoption of the proposed resolutions in agenda items 5b and 5e requires acceptance from at least two thirds of the votes cast and at least two thirds of the voting share capital represented at the general meeting.
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 1 April 2013 (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 5 April 2013 at 12:00 noon 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 in the enclosed return envelope, or by fax on +45 45 46 09 98, for receipt by Computershare no later than 5 April 2013 at 12:00 noon 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. You may use the enclosed form, which must reach Computershare no later than 5 April 2013 at 12:00 noon Danish time. The proxy form is also available on the company's website www.dlh.com.
Postal voting
You may also vote by post prior to 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 no later than 5 April 2013 at 12:00 noon Danish time. Postal votes may also be cast on the company's website www.dlh.com no later than 5 April 2013 at 12:00 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 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 2012 annual report
- Background information about the Supervisory Board 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 2012 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, Skagensgade 66, DK-2630 Taastrup. 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.
For further information about this announcement, please contact President/CEO Kent Arentoft on tel: +45 4350 0101.
