Auriga Industries A/S, Harboøre, Denmark, 2011-03-30 15:41 CEST (GLOBE NEWSWIRE) -- Company announcement no. 3/2011
March 30, 2011
ANNUAL GENERAL MEETING IN AURIGA INDUSTRIES A/S
THURSDAY, APRIL 28, 2011 AT 2.30 PM
at the Company’s offices, Thyborønvej 78, 7673 Harboøre, Denmark.
The annual general meeting is held cf. Article 8.1 of the Articles of Association.
Agenda of the annual general meeting pursuant to Article 12 of the Articles of Association:
1.
Report by the Board of Directors on the Company’s activities in the past financial year.
2.
Presentation of the annual report for 2010 with auditor’s report for adoption, including resolution about the discharge of the obligations of the Executive Board and the Board of Directors and approval of the remuneration for the Board of Directors.
3.
Resolution concerning the appropriation of profits or the cover of losses in accordance with the adopted annual report. The Board of Directors proposes that dividend of DKK 2.40 be paid per share of DKK 10.
4.
Election of members to the Board of Directors.
It is proposed that the following members of the Board of Directors elected by the general meeting be reelected:
Povl Krogsgaard-Larsen, Karl Anker Jørgensen, Jutta af Rosenborg and Torben Svejgaard.
Jan Stranges has announced that he wishes to step down from the Board of Directors.
The Board of Directors proposes that Jens Due Olsen and Lars Hvidtfeldt be elected new members of the Board of Directors.
Information on the background and competencies of the candidates and the individual board members is available on Auriga’s website – www.auriga-industries.com.
5.
Appointment of auditor.
The Board of Directors proposes the reappointment of Deloitte Statsautoriseret Revisionsaktieselskab.
6.
Any proposals submitted by the Board of Directors or by shareholders:
6.1.
At its meeting on March 22, 2011, the Company’s Board of Directors considered and adopted the Company’s remuneration policy, including the draft new general guidelines concerning performance-related remuneration of the management and other senior employees in the group.
Pursuant to Section 139 of the Danish Companies Act (Selskabsloven), the Company’s Articles of Association must reflect that new general guidelines concerning performance-related remuneration of the management have been adopted by the general meeting. If the new general guidelines, cf. Annex 2, are adopted, Article 15.4 of the Articles of Association will be worded as follows in future:
At the annual general meeting on April 28, 2011, the general meeting adopted new general guidelines concerning performance-related remuneration for the Company’s Board of Directors and Executive Board. The guidelines are available on the Company’s website.
Pursuant to Section 139(2) of the Danish Companies Act, this amendment to the Articles of Association is implemented without separate voting.
6.2.
The Board of Directors requests that, in the period up until the next annual general meeting, the Company be authorised to acquire treasury shares with a nominal value of up to 10% of the share capital, the price of acquisition of such treasury shares not deviating by more than 10% from the market price applicable at any time.
Majority
Approval, adoption, election and appointment under items 2-6 of the agenda require a simple majority of votes.
Share capital and number of votes
Auriga’s share capital of DKK 255 million is divided into Class A shares with a nominal value of DKK 75 million and Class B shares with a nominal value of DKK 180 million. Each Class A share with a nominal value of DKK 10 carries 10 votes, while each Class B share with a nominal value of DKK 10 carries 1 vote.
The voting rights of a shareholder can be exercised if the shareholder has obtained an admission card in due time and is registered in Auriga’s Register of Shareholders on the registration date of April 21, 2011 or if the shareholder has reported and documented his acquisition of shares in the Company at this time with a view to registration in the Register of Shareholders, cf. Article 10.1 of the Articles of Association.
Dividend
Dividend adopted by the general meeting will be paid out by VP Securities A/S. Further information on the dividend is available in the annual report for 2010 in the section “Shareholders and Investor Relations”. See the annual report on www.auriga-industries.com.
Admission cards and proxies
Shareholders who would like to attend the general meeting must request admission cards no later than on Sunday, April 24, 2011.
Admission cards can be ordered via the InvestorPortal on Auriga’s website www.auriga-industries.com (link on the front page) or by contacting the Executive Administrative Office (email: direktionssekretariat@auriga.dk or on tel. +45 70 10 70 30 on business days between 9.00 am and 4.00 pm) or by contacting VP Investor Services A/S (keeper of the Register of Shareholders) at www.vp.dk/gf and on tel.: +45 43 58 88 93.
All admission cards and voting papers ordered will be sent by ordinary mail to the address registered in Auriga’s Register of Shareholders no later than two days before the general meeting.
Shareholders who expect to be unable to attend the general meeting may issue proxies to the Board of Directors or to a person appointed by the shareholder to attend the general meeting. Proxies can be issued via the InvestorPortal on Auriga’s website www.auriga-industries.com (link on the front page).
Proxies must be submitted no later than on Sunday, April 24, 2011.
Postal votes
It is also possible to exercise voting rights by ordinary mail. In such case, the enclosed proxy and postal vote form must be sent with clear indication of the shareholder’s name and VP reference number to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark, such that it is received no later than on April 27, 2011 at 11.59 pm. Postal votes can also be submitted electronically via the InvestorPortal on Auriga’s website www.auriga-industries.com. A postal vote submitted cannot be revoked. Please note that it is not possible to issue a proxy and a postal vote at the same time.
Questions from shareholders
Shareholders may submit written questions to the Company’s Board of Directors and Executive Board about the agenda and documents relating to the general meeting. Written questions must be sent to the email address: investor@auriga.dk.
Access to information
The notice convening the annual general meeting with complete proposals for agenda items and all annexes as well as Auriga’s annual report and the forms to be used in connection with postal voting and voting by proxy can be seen on Auriga’s website www.auriga-industries.com > Investor Relations > Annual general meeting > 2011 or can be ordered from the Executive Administrative Office for delivery by ordinary mail.
Until Thursday, April 28, 2011, the documents will also be available for inspection by the shareholders at the Company’s offices.
Electronic communication
Auriga uses electronic communication. The notice as well as the relevant registration and proxy form for the general meeting will only be distributed to shareholders registered in the Company’s Register of Shareholders having ordered this type of information either by ordinary mail or via email.
Auriga’s annual report for 2010 will be available in a printed version on April 12, 2011 and will subsequently be distributed to shareholders and other stakeholders having ordered the annual report. The annual report can be ordered via the InvestorPortal up until and including April 10, 2011 or otherwise by contacting Auriga via email: direktionssekretariat@auriga.dk or on tel. +45 70 10 70 30 on business days between 9.00 am and 4.00 pm.
On behalf of the Board of Directors
Povl Krogsgaard-Larsen, Chairman of the Board of Directors
AURIGA INDUSTRIES A/S
MORE INFORMATION ABOUT THE ANNUAL GENERAL MEETING 2011
Contact Auriga Executive Administrative Office & Investor Relations
Tel. +45 70 10 70 30 - investor@auriga.dk
