The Annual General Meeting of Per Aarsleff A/S will be held on 30 January 2008
at 15:00 at the company headquarters, Lokesvej 15, DK-8230 Åbyhøj. The agenda is
as follows:
1. Report of the Board of Directors on the operations of the company.
2. Presentation of the Annual Report and consolidated financial statements.
3. Decision on appropriation of profit or payment of losses according to the
adopted annual report.
4. Decision on discharge of the Executive Management and Board of Directors.
5. Discussion of proposals submitted by the Board of Directors or shareholders.
The Board of Directors submits the following proposal:
The Board of Directors is authorised, until the next Annual General Meeting, to
allow the company to acquire treasury shares within a total nominal value of 10%
of the company share capital, cf. Section 48 of the Danish Public Companies Act.
The payment must not deviate by more than 10% from the price listed on the
Copenhagen Stock Exchange at the time of acquisition.
In addition, the Board
of Directors submits the following proposals for amendments of the articles of
association:
In Article 1 the secondary name Vibrodens A/S (Per Aarsleff A/S) shall be
removed.
In Article 4a the first paragraph about increase of the share capital shall be
replaced by the following paragraph: “The Board of Directors is authorised to
increase the share capital by subscription for up to nominally DKK 4,530,000 new
shares. Until 31 January 2013 the share capital may be increased, as decided by
the Board of Directors, by up to DKK 4,530,000 on one or several occasions”.
In Article 7 the present second paragraph shall be replaced by the following
paragraph: “The Annual General Meeting shall be held in such good time that the
Annual Report can reach the Danish Commerce and Companies Agency no later than 4
months after expiry of each financial year”.
In Article 11 the present second and third paragraphs shall be replaced by the
following paragraph: “However, for the passing of resolutions concerning
amendments of the articles of association or the dissolution of the company, it
is necessary that shareholders corresponding to at least two thirds of the votes
cast as well as two thirds of the voting share capital represented at the
general meeting vote in favour of the resolution”
6. Election of members to the Board of Directors.
7. Appointment of auditor.
PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab is recommended.
8. Any other business.
The agenda containing the proposals in full, the Annual Report of 2006/2007
including the Management's review, income statement and balance sheet,
consolidated financial statements and auditors' report will be available at the
company offices in Aarhus and Hvidovre eight days prior to the Annual General
Meeting.
Access to the Annual General Meeting is conditional on the shareholders
obtaining an admission card no later than three days prior to the Annual General
Meeting. Admission cards are handed out upon proper proof of identity at the
above-mentioned company office in Aarhus as of 17 January 2008.
Shareholders who are not entered in the registry of shareholders are required to
produce an up-to-date transcript from the Danish Securities Centre or the
account-holding institution (custodian institution) to obtain an admission card.
The Board of Directors of
Per Aarsleff A/S
