On Monday, 30 April 2007, Annual General Meeting of Baltic Property Trust A/S
was held in Copenhagen.
Agenda:
1. Appointment of a Chairman of the meeting;
2. Report by the Board of Directors on the Company's activities during the past
year;
3. Presentation and adoption of the annual accounts with the auditor's report
and the annual report, including any resolutions proposed by the Board of
Directors or the shareholders;
4. Resolution for the application of profit or the treatment of loss according
to the annual accounts as adopted;
5. Amendment to the Articles of Association;
6. Election of members to the Board of Directors;
7. Appointment of the auditor;
8. Assessment of fees to the Board of Directors;
9. Others.
Ad. 1 Election of chairman
Iben Mai Winsløw, attorney-at-law, was elected as chairman of the meeting, and
she announced the legal notice convening the meeting, and that Shareholders
representing in excess of two thirds of the share capital were participating or
legally represented.
Ad. 2 Report by the Board of Directors on the Company's activities during the
past year
Chairman of the Board, Jon Dyhre Hansen, announced some highlights regarding
the fiscal year 2006.
Jon Dyhre Hansen explained the company's operating income increase, which was
mainly due to value adjustments of the properties. He also made some comments
on specific buildings, and he made it clear, that the result from 2006 was the
best ever in BPT history.
After this, Jon Dyhre Hansen explained that the Board of Directors is in the
process of closing the company in accordance with the prospectus. However, the
main shareholders have asked the Board of Directors to put this process on hold
because there have been an indicative bid to buy all the shares of the company.
Thus, the Board of Directors has stopped the process until a possible sale has
been settled. At this point Jon Dyhre Hansen informed that Deloitte has made a
claim concerning the success fees agreed upon in the engagement letter with the
company. The Board of Directors will inform the shareholders on these matters
as soon as possible, however, it is the Board's opinion that Deloitte is not
entitled to a success fee.
Hereafter, Jon Dyhre Hansen thanked Andris Kraujins for his effort in the
company, as Andris Kraujins will be leaving BPT Asset Management and his role
as a fund manager. The new fund manager will be Algirdas Jonas Vaitiekunas.
Hereafter, Andris Kraujiins went through a presentation of the property
portfolio.
Ad. 3 Presentation and adoption of the annual accounts with the auditor's
report and the annual report, including any resolutions proposed by the Board
of Directors or the shareholders
Algirdas Jonas Vaitiekunas presented the annual accounts, including key figures
and ratios, profit and loss statement, administative expenses, balance sheet,
valuations of properties and loan positions.
A proposal of 12th April 2007 was made from a shareholder regarding
management's right to claim a bonus.
The shareholder wanted this item to be added to the agenda as he/she claims
that the legislative basis for paying the assumed performance bonus is not
clear. At the annual general meeting the shareholder made a statement regarding
this matter. The shareholder was of the firm conviction that the performance
fee should be paid in accordance with the PPM but including the amendment which
was assumed at the annual general meeting in 2004 (this will cause a reduction
of the performance fee compared to the stipulations in the PPM). Based on this,
the total performance fee will be DKK 10.9 million at the end of 2006.
The matter was discussed. All shareholders attending the meeting agreed that
former management was entitled to a bonus of DKK 10,903,000. DKK 800,000 of the
bonus is already paid out and the claim is therefore reduced to DKK 10,103,000.
Hereafter, the annual accounts and the annual report was adopted. The annual
report and consolidated group accounts 2006 are attached.
The final net profit is lower than the preliminary result which was disclosed
on 28th February 2007, as a result of an inclusion of the performance fee bonus
of DKK 10.9 million.
Ad. 4 Resolution for the application of profit or the treatment of loss
according to the annual accounts as adopted
It was proposed to pay out a dividend of 0 %.
The proposal was adopted.
Ad. 5 Amendment to the Articles of Association
It was proposed to make an amendment to the Articles of Association, so that §
4 B from now on would be as follows:
“During the period from the 30th April 2007 and to the next Annual General
Meeting, the Board of Directors is authorized to pay out extraordinary dividend
in accordance with the Danish Company's Act (Aktieselskabsloven) as in force
from time to time.”
The proposal was adopted.
Ad. 6 Election of members to the Board of Directors
It was proposed that the Board of Directors of BPT A/S for the year April 2007
- April 2008 should consist of the following members:
- Jon Dyhre Hansen (Chairman);
- Thomas Stolborg;
- Kristel Meos (Hansabank).
The proposal was adopted.
The chairman of the board mentioned that according to the articles of
association the board should consist of 5-8 members. However, a change of the
articles of association should wait until it is clear whether the company will
be sold before 1st July 2007.
Ad. 7 Appointment of the auditor
The Board of Directors suggested that the present auditors, Ernst & Young,
should be reappointed.
The proposal was adopted.
Ad. 8 Assessment of fees to the Board of Directors
For the year 2006, it was confirmed that the Chairman of the Board should
receive a fee of DKK 200,000 per year and that the other members of the Board
should receive DKK 40,000 per year.
Ad. 9 Other
The future of the fund was discussed, with no definitive decision.
For additional information please contact Algirdas Jonas Vaitiekunas, Fund
Manager
Phone +370 5 231 3638
