AGM Information • Sep 15, 2010
AGM Information
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15 September 2010
The Supervisory Board of Royal Unibrew A/S (ʺthe Companyʺ) hereby summons an Extraordinary Gen‐ eral Meeting on Monday, 11 October 2010, at 8 am at the offices of the law firm Gorrissen Federspiel, H.C. Andersens Boulevard 12, DK‐1553 Copenhagen K.
The Supervisory Board proposes that Kåre Schultz, Walther Thygesen and Jens Due Olsen be elected new members of the Supervisory Board.
The Supervisory Board proposes a resolution to include a provision in the Articles of Association allowing the Company to communicate electronically with its shareholders instead of by ordinary mail.
The Supervisory Board proposes that Kåre Schultz, Walther Thygesen and Jens Due Olsen be elected new members of the Supervisory Board for the period until the next Annual General Meeting. After this elec‐ tion, the Supervisory Board will have a total of 7 members elected by the general meeting.
It is the Supervisory Board's intention that, following the Extraordinary General Meeting, the Board will constitute itself with Kåre Schultz as Chairman of the Board and Tommy Pedersen as Deputy Chairman. Tommy Pedersen intends to resign from the Board at the next Annual General Meeting, after which the Board intends to constitute itself with Walther Thygesen as Deputy Chairman. After this, the Supervisory Board will have a total of 6 members elected by the general meeting.
Since November 2000, member of the Executive Board of Novo Nordisk A/S and since March 2002, Chief Operating Officer (COO) of Novo Nordisk A/S.
Member of the Board of LEGO A/S.
Has an MSc in Economics from the University of Copenhagen from 1987. Danish citizen, born in 1961.
Special expertise in strategic management and experience in global brand sales and marketing.
Since September 2007, CEO of Thrane & Thrane A/S.
Chairman of the Board of Hewlett‐Packard Danmark A/S and The Danish Fund for Industrial Growth (Vækstfonden); member of the Board of Novozymes A/S.
Graduate engineer from the Technical University of Denmark and MBA from Stanford University, USA. Danish citizen, born in 1950.
Special expertise in general management from Denmark and abroad as well as expertise in sales and marketing in the business to business market in particular.
Professional board member and consultant in a number of enterprises.
Chairman of the Board of AtchikRealtime A/S, Deputy Chairman of the Board of NKT Holding A/S and member of the Board of the following enterprises: Industriens Pension A/S (investment committee mem‐ ber), Invitel A/S (audit committee chairman), Dtechnet A/S, Cryptomathic A/S, Co & Høgh A/S as well as EG A/S.
Has an MSc in Economics from the University of Copenhagen from 1990. Danish citizen, born in 1963.
Special expertise in economic, financial and capital market issues from a number of different indus‐ tries.
Information on the background of and offices held by the nominated candidates is provided at www.royalunibrew.com (Investor).
With a view to facilitating communication with the shareholders and reducing the Company's expenses, the Supervisory Board proposes that in future the Company may communicate electronically with its shareholders instead of by ordinary mail. It is proposed that the right to use electronic communication be incorporated as a new Article 26 of the Articles of Association to read as follows:
All documents and all communication from the Company to the individual shareholders may be sent electronically by e‐mail, and general announcements will be accessible to the shareholders at the Company's website, unless oth‐
erwise provided by the Danish Companies Act. The Company may at all times decide to communicate by ordinary mail.
The Company shall request from shareholders listed in the Company's register of shareholders an electronic address to which notifications etc may be sent. The shareholder shall be responsible for ensuring that the Company has the correct e‐mail address.
Shareholders may find further information on the requirements in respect of the systems used as well as the ap‐ proach to electronic communication at the Company's website."
The existing Article 26 will hereafter be Article 27.
The Chairman of the meeting is authorised to make any adjustments and additions to the resolutions made at the Extraordinary General Meeting and to the registration with the Danish Commerce and Com‐ panies Agency that the Danish Commerce and Companies Agency may require in order to effect the reg‐ istration of the changes and amendments adopted.
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The resolution to amend the Articles of Association proposed in item 2 of the agenda may be adopted by at least 2/3 of the votes cast as well as of the voting share capital represented at the general meeting. All other proposed resolutions may be adopted by simple majority.
The nominal share capital of the Company is DKK 111,864,980, divided into shares of DKK 10 or multi‐ ples hereof. Each share denomination of DKK 10 entitles the holder to one vote.
The record date is Monday, 4 October 2010.
Shareholders who hold shares of the Company on the record date are entitled to participate in and vote at the general meeting. In addition, participation is conditional on the shareholder having obtained an ad‐ mission card in due time as described below.
Access to the general meeting is conditional on the shareholder having requested an admission card not later than Friday, 8 October 2010, at 4 pm. Admission cards are requested at VP Investor Services A/S by phone +45 43 58 88 93, by fax +45 43 58 88 67, via VP Investor Services' website, www.uk.vp.dk/agm, or via the Company's website, www.royalunibrew.com (click Investor ‐ InvestorPortal).
A proxy may be submitted not later than Friday, 8 October 2010, at 4 pm either through VP Investor Ser‐ vices' website, www.uk.vp.dk/agm, or through www.royalunibrew.com (click Investor – InvestorPortal). Furthermore, a proxy form may be downloaded from www.royalunibrew.com (click Investor ‐ Investor‐ Portal), printed and sent within the same deadline by fax to +45 43 58 88 67 or by ordinary mail to VP Investor Services, Weidekampsgade 14, DK‐2300 Copenhagen S, Denmark.
Shareholders may vote by correspondence not later than Friday, 8 October 2010, at 4 pm. The form for voting by correspondence may be downloaded from www.royalunibrew.com (click Investor ‐ Investor‐
Portal), printed and sent by fax to +45 43 58 88 67 or by ordinary mail to VP Investor Services, Wei‐ dekampsgade 14, DK‐2300 Copenhagen S, Denmark.
The following information is available at the Company's website www.royalunibrew.com (click Investor) Wednesday, 15 September 2010:
The shareholders can ask questions to the Company in writing regarding the agenda and/or the docu‐ ments prepared for the general meeting.
In connection with the general meeting no meal or beverages will be served and no marketing activities will be conducted.
Faxe, 15 September 2010
On behalf of the Supervisory Board
Tommy Pedersen Chairman of the Supervisory Board
The Announcement has been prepared in Danish and English. In case of discrepancy, the Danish text shall prevail.
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