TRANSCRIPT FROM
THE MINUTE BOOK
OF
BOCONCEPT HOLDING A/S
Central Business Registration No. 34 01 84 13
On Thursday 28 August 2007 at 4 p.m. the annual general meeting was held at the
com-
pany's office: Mørupvej 16, DK-7400 Herning
The people present and represented constituted a quorum for the transaction of
the
business of implementing the changes proposed.
The general meeting approved the time and venue of the general meeting.
In accordance with the articles of association and the notice convening the
meeting the
agenda of the general meeting was as follows:
1. Election of chairman of the meeting
2. Management's review
3 . Presentation of the annual report
4. Adoption of the annual report and discharge to the executive and supervisory
boards and resolution regarding the appropriation of profit or provision for
losses pursuant to the approved annual report.
5. Election of members of the supervisory board
Proposals by the supervisory board:
a) Increase of the Class B share capital by a nominal amount of between
DKK 150,000 (15,000 shares) and DKK 400,000 (40,000 shares). The ex-
isting shareholders' pre-emption rights are to be waived, since the capital
increase is part of an employee share scheme in pursuance of section
7A(1)(i) of the Danish Tax Assessment Act.
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The subscription period is from 1 October 2007 to 10 October 2007. The
subscription amount shall be paid to the company between 12 October
2007 and 24 October 2007. The subscription price is 200 for each share
of a nominal value of DKK 10. The Class B shares are negotiable instru-
ments registered through the Danish Securities Centre and are bearer
shares, but they may be registered in the name of the holder in the
company's register of shareholders. The costs of the capital increase are
estimated at DKK 30,000 excluding value added tax. The negotiability of
the shares is subject to no restrictions, and no shareholder is obliged to
have his or her shares redeemed, wholly or in part.
The proposal results in an amendment to article 2 of the company's arti-
cles of association since the total share capital and the company's Class
B capital must be adjusted to the capital increase.
b) Adoption of general guidelines for incentive pay to the supervisory board,
the executive board and other selected executives is based on the follow-
ing framework:
- Incentive pay may be allotted to the supervisory board, the execu-
tive board and other selected executives at present approximately
25-30 people, and to additional future new employees.
- A subscription right confers on the holder a right to subscribe for
one share of a nominal value of DKK 10.00.
- Subscription rights of up to a maximum of 25,000 for the supervi-
sory board and a maximum of 30,000 for the executive board may
be issued. Subscription rights may be allotted on several occa-
sions. Partly during the coming 12 months to the present supervi-
sory and executive boards and selected executives, partly at later
times before 30 April 2010 to persons who have joined the com-
pany later.
- The subscription rights allotted can only be exercised by the sub-
scription for shares if the company's strategy plan for the years
2008/2009, 2009/2010 and 2010/2011 is realised in terms of pre-
tax profit. For each of the years 2008/2009 and 2009/2010 sub-
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scription rights can be allotted with one fourth and for 2010/2011
half of all subscription rights.
- If targets are not reached in full during the years in question the
right to exercise the subscription rights will be graduated.
- The participants in the pay by subscription rights system must be
employed with the company or with an affiliated company or be
members of the company's supervisory board at the time of allot-
ment.
- The exercise price shall be fixed at the closing price on the date
when the company has committed itself in relation to the partici-
pants by notifying them of participation in the issue of share op-
tions.
- The share options allotted can at the earliest be exercised by the
participants in connection with the publication of the 2010/2011
annual report and at the latest on 30 September 2011.
- Based on the closing price on 6 August 2007 the value of each in-
dividual subscription right amounts to DKK 131.80 calculated on
the basis of the Black-Scholes model. If the value is measured for
all the proposed 240,000 subscription rights the value of these
amounts to a total of DKK 31.6 million.
The valuation according to the Black-Scholes model comprises the fol-
lowing elements:
- A volatility of 30.6% on the basis of 12 months of historical obser-
vations
- Risk-free interest 4.3% corresponding to the interest on Danish
government bonds with the same term as the share options
- Anticipated dividend per share of 2.3% of the share price
The proposed resolution will have the effect that a provision on it will be
included in the articles of association.
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c) The general meeting authorises the supervisory board to issue share op-
tions which may confer on their holder the right to subscribe for Class B
shares of a nominal value not exceeding DKK 2.4 million (240,000
shares). The authority is valid till 30 April 2010. Only members of the
supervisory board, the executive board and other selected executives
are eligible for subscribing for the share options in accordance with the
guidelines for incentive pay adopted by the general meeting. The au-
thority may only be exercised by issuing share options that confer the
right to subscribe for Class B shares in the proportion 1:1 at the market
price of these at the time of the issue of the share option.
The said proposal shall be included in the company's articles of associa-
tion.
d) The general meeting authorises the supervisory board to increase the
Class B share capital to an amount not exceeding nominally DKK 2.4
million (240,000 shares). The authority is valid till 30 September 2011.
The capital increase shall only be effected by a cash contribution. The
capital increase shall only be effected by the supervisory board, the ex-
ecutive board or other selected executives exercising the share option
allotted by them in the period from 29 August 2007 to 30 June 2011.
The new Class B shares are negotiable instruments registered through
the Danish Securities Centre and are bearer shares, but they may be
registered in the name of the holder. No restrictions shall apply to the
negotiability of the shares. No shareholder shall be obliged to have his
or her shares redeemed, neither wholly nor in part.
The said proposal shall be included in the company's articles of associa-
tion.
e) Authorisation of the chairman of the supervisory board to make such
amendments as the Danish Commerce and Companies Agency may
require in order to obtain registration.
f) Authorisation of the supervisory board to acquire up to 10% of the
company's share capital before the next ordinary general meeting with
reference to section 48 of the Danish Companies Act within a price
range of 10% above or below the current market price.
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6. Appointment of auditors
7. Any other business
To agenda item 1 - Election of chairman of the meeting:
Attorney-at-law Poul Licht, Herning, was elected chairman of the meeting. The
chairman
concluded that the general meeting had been lawfully convened and constituted a
quo-
rum for the transaction of business.
To agenda item 2 - Management's review:
The management review was presented on behalf of the supervisory board,
outlining the
company's operations over the past year. The management's review was adopted.
To agenda item 3 - Presentation of the annual report:
The annual report was reviewed.
To agenda item 4 - Adoption of the annual report etc.:
The annual report and the proposed distribution of the profit for the year were
adopted,
including a dividend distribution in the amount of DKK 2 per share with a
nominal value
of DKK 10 corresponding to a total of DKK 5.2 million.
Discharge was granted to the supervisory and executive boards.
To agenda item 5 - Election of members to the supervisory board:
The supervisory board was re-elected.
On 22 August 2007 an employee representative election for the supervisory board
was
held. The employees elected:
Birgit Lørup (re-elected)
Jette Håhr Nielsen (new)
Resolutions proposed by the supervisory board
To agenda item 6a - Increase in the Class B share capital under an employee
share scheme:
The supervisory board's proposed resolution to launch a new issue of Class B
shares in
the company for a nominal amount of between DKK 150,000 (15,000 shares) and DKK
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400,000 (40,000 shares) without a pre-emption right for existing shareholders
was
adopted unanimously and with all votes present.
The reason for a new issue without pre-emption rights for existing shareholders
is that
the capital increase is part of an employee share scheme in pursuance of section
7A(1)(i)
of the Danish Tax Assessment Act.
Otherwise, the increase shall be subject to the following conditions:
that the increase in the share capital shall be for a nominal amount of between
DKK
150,000 (15,000 shares) and DKK 400,000 (40,000 shares) Class B shares
that existing shareholders shall have no pre-emption rights to the new shares
that no restrictions shall apply to the pre-emption rights of shareholders in
case of fu-
ture capital increases
that subscription to shares will take place between 1 October and 10 October
2007
that payment for the shares shall be effected in cash in the period from 12
October to
24 October 2007
that the newly issued Class B shares shall be in denominations of DKK 10
that the subscription price shall be 200 for each share of a nominal value of
DKK 10
that Class B shares are negotiable instruments
that Class B shares are registered with the Danish Securities Centre
that Class B shares are bearer shares, but they may be registered in the name of
the
holder in the company's register of shareholders
that the costs incidental to the increase, with the exception of public charges,
de-
frayed by the company, are estimated at DKK 30,000
that no restrictions shall apply to the negotiability of the Class B shares
that the new Class B shares confer on the holder the right to dividend as well
as
other rights in the company from the time of registering the capital increase
Subscription will take place on separate application forms.
The general meeting authorises the supervisory board to file a notice of the
capital in-
crease with the Danish Commerce and Companies Agency and at the same time make
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changes for consistency in the company's articles of association as regards the
size of the
capital once the subscription period has expired. Provided that the issue is
fully sub-
scribed, articles 2, 1st paragraph of the articles of association would have to
be changed
as follows:
Existing wording: Proposed change:
§ 2. 1st paragraph: § 2, 1st paragraph:
The company's share capital is DKK The company's share capital is DKK
26,000,000 divided into 26,400,000 divided into
2,400,000 Class A shares, in denomina- 2,400,000 Class A shares, in denomina-
tions of DKK 10.00 and multiples hereof tions of DKK 10.00 and multiples hereof
and and
23,600,000 Class B shares, divided into 24,000,000 Class B shares, divided into
236,000 shares in denominations of shares in denominations of DKK 10.00.
DKK 10.00
To agenda item 6b - Adoption of general guidelines for incentive pay schemes:
The general meeting passed the resolution to adopt general guidelines for
incentive pay
schemes for the supervisory board, the executive board and other selected
executives
unanimously and with all votes as follows:
- Incentive pay schemes may be granted the supervisory board, the executive
board
and other selected executives, at present approximately 25-30 people, and addi-
tional future new employees.
- A subscription right confers on the holder a right to subscribe for one share
of a
nominal value of DKK 10.00.
- A maximum of 25,000 subscription rights may be issued for the supervisory
board
and a maximum of 30,000 for the executive board. Subscription rights may be
granted on several occasions. Partly during the next 12 months to the present
su-
pervisory and executive boards and selected executives, partly at a later time
be-
fore 30 April 2010 to persons who have joined the company at a later date.
- The subscription rights granted can only be exercised by the subscription for
shares
if the company's strategy plan for the years 2008/2009, 2009/2010 and 2010/2011
is realised in terms of pre-tax profit. For each of the years 2008/2009 and
2009/2010 subscription rights can be granted with one fourth and for 2010/2011
half of all subscription rights.
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- If targets are not reached in full during the years in question the right to
exercise
the subscription rights will be graduated.
- The participants in the pay by subscription rights system must be employed
with
the company or with an affiliated company or be members of the company's super-
visory board at the time of granting.
- The exercise price shall be fixed at the closing price on the date when the
company
has committed itself in relation to the participants by notifying them of
participation
in the issue of subscription rights.
- The subscription rights granted cannot be exercised by the participants until
the
publication of the 2010/2011 annual report and shall not be exercised later than
30
September 2011.
- Based on the closing price on 6 August 2007 the value of each individual
subscrip-
tion right amounts to DKK 131.80 calculated on the basis of the Black-Scholes
model. If the value is measured for all the proposed 240,000 subscription rights
the
value of these amounts to a total of DKK 31.6 million.
The valuation according to the Black-Scholes model comprises the following
elements:
- A volatility of 30.6% on the basis of 12 months of historical observations
- Risk-free interest at the rate of 4.3% corresponding to the interest on Danish
gov-
ernment bonds with the same term as the subscription rights
- Anticipated dividend per share of 2.3% of the share price.
On the basis of the above the general meeting decided to include the following
provision
in the articles of association as a new article 7 A:
'At the general meeting held on 28 August 2007 guidelines were adopted for in-
centive pay schemes for the supervisory board, the executive board and other
selected executives, as published on the company's website.'
To agenda item 6c - Authorisation of the supervisory board to issue subscrip-
tion rights:
The general meeting passed the resolution to authorise the supervisory board to
issue
subscription rights which may confer on the holder the right to subscribe for
Class B
shares of a nominal value not exceeding DKK 2.4 million (240,000 shares)
unanimously
and with all votes. The authority is valid till 30 April 2010. Only members of
the supervi-
sory board, the executive board and other selected executives are eligible for
the sub-
scription rights in accordance with the guidelines for incentive pay schemes
adopted by
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the general meeting. The authority may only be exercised by issuing subscription
rights
that confer on the holder the right to subscribe for Class B shares in the
proportion 1:1 at
the market price of these at the time of the issue of the share option.
On the above basis the resolution was passed unanimously and with all the votes
to in-
clude a new article 7 B in the articles of association, reading as follows:
'On 28 August 2007 the general meeting authorised the supervisory board to is-
sue subscription rights which may confer the right on the holder to subscribe
for Class B shares in a nominal amount not exceeding DKK 2.4 million (240,000)
Class B shares. The authority is valid till 30 April 2010. Only members of the
ex-
ecutive board, the supervisory board and other selected executives are eligible
for the subscription rights. The authority may only be exercised for issuing
sub-
scription rights that confer on the holder the right to subscribe for Class B
shares at their market price at the time of subscribing for the subscription
right.'
To agenda item 6d - Implementation of the capital increase as a result of exer-
cising subscription rights:
Exercising the subscription rights, see above under item 6c requires a capital
increase.
The general meeting authorised the supervisory board to implement the capital
increase
required to subscribe for shares on the basis of the subscription rights granted
unani-
mously and with all votes.
On the above basis the resolution was passed to include a new article 7 C in the
articles
of association unanimously and with all votes, reading as follows:
'On 28 August 2007 the general meeting authorised the supervisory board to
increase the Class B share capital to a nominal amount not exceeding DKK 2.4
million (240,000). The authority is valid till 30 September 2011. The capital
in-
crease can only be effected by a cash contribution. The capital increase can
only
be implemented by the executive board, the supervisory board or other selected
executives exercising the subscription rights subscribed for by them in the pe-
riod from 29 August 2007 to 30 June 2011. The new Class B shares are negotia-
ble instruments registered through the Danish Securities Centre and are bearer
shares, but they may be registered in the name of the holder. No restrictions
shall apply to the negotiability of the shares. No shareholder shall be obliged
to
have his or her shares redeemed, neither wholly nor in part.'
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To agenda item 6e - Authorisation of the chairman of the supervisory board
etc.:
The general meeting decided unanimously and with all votes to authorise the
chairman of
the supervisory board to make such amendments as the Danish Commerce and Compa-
nies Agency may require in order to obtain registration.
In addition, the general meeting authorised Poul Licht, attorney-at-law,
Herning, and/or
N. Pagter Kristensen, attorney-at-law, Herning, unanimously and with all votes
to sign,
on behalf of the supervisory board, the registration with the Danish Commerce
and Com-
panies Agency, alternatively to register directly via WEBREG.
To agenda item 6f - Authorisation of the supervisory board to acquire treasury
shares:
The general meeting decided unanimously and with all votes to authorise the
supervisory
board to allow the company to acquire treasury shares for up to 10% of the
company's
share capital at the market price from time to time, fluctuating by up to 10%
below or
above the market price before the next general meeting.
Section 48(1) and (4) of the Danish Companies Act have been complied with.
To agenda item 7 - Election of auditor:
The general meeting re-elected the auditor:
PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab
Rønnebærvej 1, 7400 Herning
To agenda item 8 - Any other business:
There were no comments under this item.
****
The general meeting was adjourned.
New members of the supervisory
board: Chairman of the meeting:
Svend Sigaard Poul Licht
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