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AGM Information Apr 21, 2008

3453_iss_2008-04-21_e7d1715b-b870-4ae4-b059-c0542de8ff25.pdf

AGM Information

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General meeting minutes, April 17, 2008

At 10 a.m. on April 17, 2008, Nordicom A/S (CVR 12 93 25 02) hosted the general meeting of the group at Danish Design Centre, H.C. Andersens Boulevard 27, DK-1553 Copenhagen.

The meeting was held with the following agenda:

    1. Election of the chairman of the meeting
    1. Board of director's report of company operations during the past year
    1. Submission for approval of the annual report
    1. Proposition of distribution of profits or settlement of losses with reference to the approved annual report.
    1. Review of proposals made by the board of directors:
  • a. The board of directors wishes to gain a mandate for purchase of company shares up to a margin of ten percent of the total share capital, in accordance with the Danish Companies Act, §48.
    1. Election of members of the board of directors
    1. Election of company auditors
    1. AOB

1: Election of the chairman of the meeting

The board, led by Torben Schøn, Esq., appointed Claus Høxbro, Esq., as chairman of the meeting, cf. the Articles of Association, §12. The general meeting made no objections.

Claus Høxbro, Esq., thanked the assembly for the appointment and went through the terms of legality and quorum for the general meeting, cf. the agenda.

All directions, with exception of a reference in the notice convening the general meeting to the Articles of Association directions on voting power and the size of the share capital, were met. The chairman of the meeting found the missing reference unimportant, and thus the general meeting could be considered legally summoned.

1,061,165 out of 3,127,858 votes were represented.

2: Board of director's report of company operations during the past year

Torben Schøn, Esq., chairman of the board of directors, presented a report of company operations for 2007.

After a few clarifying questions, the report was adopted.

3: Submission for approval of the annual report

CEO Gunnar Kristensen went through the annual report for 2007. After interests, depreciations and taxation, the result came to DKK 37,192,000. Total assets came to DKK 1,036,475 and the capital reserves came to DKK 523,329.

The annual report was unanimously approved.

4: Proposition of distribution of profits or settlement of losses with reference to the approved annual report The annual result of the group comes to DKK 257,177,000. The result of the parent company comes to DKK 37,192,000. A distribution of profits of DKK 14 per 100 shares, or a total dividend of DKK 43,790,000, was proposed and approved.

5: Review of proposals made by the board of directors

Board of directors mandate for purchase of company shares up to a margin of ten percent of the total share capital, in accordance with the Danish Companies Act, §48:

'The general meeting authorises a company acquisition of own shares up to a total margin of ten percent of the total share capital, or DKK 31,278,500 nominal value. Acquisition price of the share must not exceed the market price at the time of acquisition. The authorisation is viable 14 months after the general meeting.'

The proposal was unanimously approved.

6: Election of members of the board of directors

The board of directors proposed that the board of directors should consist of five members. The proposal was unanimously approved by the general meeting.

Hereafter, the board of directors proposed the re-election of Torben Schøn, Esq., CEO Aksel Andreasen, CEO Michael Vad Petersen, and CEO Per Melander. The board of directors proposed the election of Søren Pind for the board. Information was submitted cf. the Danish Companies Act, §49, 6.

CEO Peter Højland did not wish to be re-elected. Chairman of the board Torben Schøn thanked Peter Højland for the many efforts he has made for the company during his eight years as member of the board of directors.

The new board of directors was unanimously approved.

7: Election of auditors

The board of directors proposed the re-election of state-authorised public accountants Deloitte as company auditors. The general meeting unanimously approved the proposal.

8: AOB

Nothing was submitted for the review of the general meeting.

The general meeting ended at 12 a.m.

This minute was approved by the chairman of the meeting, Claus Høxbro, Esq.

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