AGM Information • Apr 28, 2008
AGM Information
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ADVOKAT PETER LAU LAURITZEN VINGÅRDSGADE 22 9000 AALBORG TIf, 46 92 92 00
J.NR. 224389 / JBF/hmc
On 26 April 2008 an ordinary general meeting was held in Sanistål A/S (Reg.No. 42997811) at Hotel Hvide Hus, Aalborg with the following agenda:
The board of directors proposes that the general meeting authorises the Company during the period until the next ordinary general meeting - to acquire own shares up to a total nominal value of 10% of the share capital, and at a price that must not deviate by more than 10% from the buying price listed on the Copenhagen Stock Exchange at the time of the acquisition, cf. section 48 of the Danish Companies Act.
As a new item 3 to clause 22 of the articles of association the following must be added: "The board of directors is authorised to make a decision concerning payment of extraordinary dividend in accordance with the rules of the Danish Companies Act applying at any time.
4.4. Determination of over-all directions for incentive payment to the board of directors
and the board of management.
With effect as from the first general meeting held after 1 July 2007 it is stipulated in section 69b of the Danish Companies Act that the board of directors of a company listed at the stock exchange must have determined over-all directions for incentive payment to the board of directors and the board of management. The directions must have been dealt with and approved at the Company's general meeting. Proposals to the the Company's over-all directions must be sent to the Company's registered shareholders and is available at the Company' home page www.sanistaal.dk. If the directions are approved by the general meeting the following provision will be included as a new clause 23.4 in the articles of association. "The Company has prepared over-all directions concerning payment - including incentive payment - to the board of directors and the board of management. Said directions have been submitted to and approved at the Company's general meeting and made public at the Company's home page www.sanistaal.dk."
The chairman of the board of directors suggested that Mr. Peter Lau Lauritzen, lawyer, Aalborg was elected chairman to preside over the meeting and stated with the approval of the general meeting that the chairman was unanimously elected. Mr. Peter Lau Lauritzen stated that the general meeting was agreed to be duly noticed and competent to transact business.
On behalf of the board of directors, the chairman of the board of directors, Mr. Knud Erik Borup, supplemented by Mr. Christian B. Lund, managing director, submitted a report including an elaboration of and comments on the report included in the annual accounts.
The general meeting adopted the report.
The chairman of the board of directors, Mr. Knud Erik Borup, submitted the annual report and reviewed the main items.
After supplementary questions concerning details in the report have been answered, Mr. Peter Lau Lauritzen stated that the general meeting unanimously adopted the annual report and unanimously discharged the board of directors and the board of management.
Mr. Peter Lau Lauritzen stated that the general meeting unanimously adopted the board of directors' proposal concerning allocation of profit according to which a dividend for 2007 of DKK 5.00 on each share of DKK 100.00 is to be paid corresponding to 29% of the Company's profit after tax.
The board of directors' proposal to authorise the Company to acquire own shares of up to a total nominal value of 10% of the share capital, cf. section 48 of the Danish Companies Act, was unanimously adopted.
It is suggested that the fixed annual remuneration to the board of directors remains unchanged at DKK 200.000 per member, DKK 600.000 to the chairman and DKK 300.000 to the vice-chairman. Furthermore, it is suggested that the board of directors is authorised to $-$ in accordance with the current practice - in 2008 to agree upon special remuneration of the individual board members' participation in ad hoc committees. Such remuneration must be decided by the whole of the board of directors and must appear specifically from the annual report for 2008.
As a new item 3 to clause 22 of the articles of association the following must be added: "The board of directors is authorised to make a decision concerning payment of extraordinary dividend in accordance with the rules of the Danish Companies Act applying at any time.
With effect as from the first general meeting held after 1 July 2007 it stipulated in section 69b of the Danish Companies Act that the board of directors of a company listed at the stock exchange must have determined over-all directions for incentive payment to the board of directors and the board of management. The directions must have been dealt with and approved at the Company's general meeting. Proposals to the Company's over-all directions must be sent to the Company's registered shareholders and is available at the Company' home page www.sanistaal.dk. If the directions are approved by the general meeting the following provision will be included as a new clause 23.4 in the articles of association. "The Company has prepared over-all directions concerning payment - including incentive payment - to the board of directors and the board of management. Said directions have been submitted to and approved at the Company's general meeting
and made public at the Company's home page www.sanistaal.dk."
The proposals were unanimously approved and the Company's articles of association are altered accordingly.
The board of directors proposes re-election of the present members of the board of directors. The board of directors was unanimously re-elected.
As auditors of the Company KPMG Statsautoriseret Revisionspartnerselskab was elected.
Re 8 - Other business
There were no items to be discussed.
Meeting adjourned.
As chairman: .................... Peter Lau Lauritzen
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