On 19 March 2013 at 10:00, the Annual 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.
Michael Bank, 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 Annual General Meeting had been given and that the Annual General Meeting formed a quorum in every respect.
The agenda of the Annual General Meeting was:
a. Directors' Report on the Company's activities in the past year.
b. Presentation of the audited Annual Report for adoption.
c. Resolution on the appropriation of profit or loss according to the adopted Annual Report.
d. Resolution on the discharge of the Executive Board and the Board of Directors.
e. The Board of Directors' proposal for a new remuneration policy for the Company.
f. Election of members of the Board of Directors.
f. Appointment of auditors.
h. Any other business.
Re item a – Directors' Report on the Company's activities in the past year
With reference to the Company's Annual Report for 2012 and on behalf of the Board of Directors, the Chairman presented the Directors' Report on the Company's activities in the past financial year, including an account of the remuneration of the Board of Directors and the Executive Board in 2012 and the coming financial year.
The Annual General Meeting took note of the Directors' Report.
Re item b – Presentation of the audited Annual Report for adoption
The Company's Annual Report for 2012 was presented and reviewed at the Annual General Meeting. The chairman of the meeting established that the Annual Report was unanimously adopted by the Annual General Meeting.
Re item c – Resolution on the appropriation of profit or loss according to the adopted Annual Report
On behalf of the Board of Directors, the Chairman proposed that the profit for the financial year be transferred to the Company's reserves.
The Annual General Meeting adopted the appropriation of profit proposed by the Board of Directors.
Re item d – Resolution on the discharge of the Executive Board and the Board of Directors
The chairman of the meeting established that the Annual General Meeting discharged the Company's Board of Directors and Executive Board.
Re item e – The Board of Directors' proposal for a new remuneration policy for the Company
The Chairman presented the Board of Directors' proposal for a new remuneration policy for the Company.
The chairman of the meeting subsequently established that the proposal was adopted unanimously, and with all votes, by the Annual General Meeting.
Re item f – Election of members of the Board of Directors
The Board of Directors proposed re-election of all directors.
The Chairman of the Meeting established that, in accordance with the recommendation by the Board of Directors, the General Meeting had elected Søren Holm, Group Managing Director, Claus E. Petersen, Managing Director, Karen Frøsig, Managing Director, Gert Jonassen, CEO, Petter Blondeau Rasmussen, Managing Director, Kim Duus, Group Managing Director, and Lars Holst, Executive Vice President.
Re item g – Appointment of auditors
Deloitte Statsautoriseret Revisionsaktieselskab was appointed company auditors unanimously, and with all votes.
Re item h – Any other business
The Chairman of the Meeting established that there was no business to be transacted under this item of the agenda.
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The Annual General Meeting was subsequently adjourned.
Copenhagen, 19 March 2013
Chairman of the meeting:
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Michael Bank, Attorney
