On 5 November 2012 at 10:00, an Extraordinary General Meeting of
Totalkredit A/S
(CVR no 21 83 22 78)
was held at the Company's offices at Helgeshøj Allé 53, DK-2630 Taastrup.
Søren Hoffmann Christiansen, Attorney, was elected chairman of the meeting and established that the entire share capital was represented and, with the unanimous consent of the attendees, that due notice of the General Meeting had been given and that the General Meeting formed a quorum in every respect.
The agenda of the General Meeting was:
1. Amendment to the Articles of Association
2. Election of Directors
Re item 1 – Amendment to the Articles of Association
The chairman of the meeting presented the proposal to authorise the Board of Directors to implement capital increases within the limits specified in the proposal for a limited period.
According to the proposed amendment, the following provision will be inserted after Article 5.1:
"Subject to the terms of Article 6 of the Articles of Association, the Board of Directors is authorised to implement one or more increases of the Company's share capital by cash payment of up to a total of DKK 2,000m until 1 January 2014 by way of subscription for new shares. The Company's shareholders are entitled to subscribe proportionately for the new shares."
The chairman of the meeting presented a draft of the new Articles of Association in which the proposed amendment had been incorporated.
The chairman of the meeting subsequently ascertained that the proposed amendment to the Articles of Association was adopted unanimously, and by all votes, by the General Meeting.
Re item 2 – Election of Directors
The chairman of the meeting stated that Frank Kristensen, Managing Director, retired from the Board of Directors.
Petter Blondeau Rasmussen was elected new board member, unanimously and by all votes.
The General Meeting unanimously authorised the chairman of the meeting to register the resolutions adopted with the Danish Business Authority and to make any such amendments or additions to the resolutions adopted as are required by the Danish Business Authority to obtain registration.
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The General Meeting was subsequently adjourned.
Taastrup, 5 November 2012
Chairman of the meeting:
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Søren Hoffmann Christiansen, Attorney
