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Rias

AGM Information Jan 22, 2008

3457_iss_2008-01-22_4425248c-b42f-4a6d-b57e-07dff44c3b39.pdf

AGM Information

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Kalvebod Brygge 39 - 41 DK - 1560 Copenhagen V Tel: +45 33 300 200 Fax: +45 33 300 299 www.lesadv.dk

Steen Raagaard Andersen Attorney at law [email protected]

MINUTES OF THE ANNUAL GENERAL MEETING

On 22 January 2008 the Annual General Meeting of Rias A/S, CVR-no. 44 06 51 18, was held at the Company's premises Industrivej 11, 4000 Roskilde.

The agenda was:

  • Appointment of a Chairman for the Meeting. $1.$
  • The Directors' report on the Company's activities during the year under review. $2.$
  • Presentation of the Annual Report and Accounts endorsed by the Auditors, accompanied $\overline{3}$ . by a motion to adopt the Profit and Loss Account and the Balance Sheet and to give the Board of Directors discharge from all personal liability.
  • Proposal for the distribution of the net profit or covering of loss in accordance with the 4. adopted Annual Report and Accounts.
  • Motions proposed by the Board of Directors or motions, if any, from the shareholders. 5.

Proposal from the Board of Directors that during the period until the next Annual General Meeting the Company be authorised to acquire own shares until the holding of such shares amounts to 10 per cent of the share capital. The purchase price for such own shares shall not deviate more than 10 per cent from the market price quoted at any time.

  • Election of a Chairman of the Board. 6.
  • $7.$ Election of other Members of the Board.

  • Appointment of two auditors. 8.

    1. Any other business.

$Re1$

The Board of Directors proposed that Mr. Steen Raagaard Andersen, attorney at law, be elected Chairman of the Meeting. There were no other suggestions and Mr. Steen Raagaard Andersen was elected as Chairman of the Meeting.

It was explained and documented that the Annual General Meeting had been convened by advertisements in Berlingske Tidende and in the Danish Official Gazette on 9 January 2008 as well as by notice of 9 January 2008 to the shareholders listed in the Shareholders Register or representatives who had made a request to this effect.

The Chairman ascertained that the Annual General Meeting had been lawfully convened.

Shareholders representing 55.2% of the total share capital of DKK 23,063,000 were represented at the Annual General Meeting. The represented shareholders totalled 408,512 votes or 79.8% of a total of 511,880 votes.

$Re2$

Mr. Henning Hess, Managing Director presented the Report on the Company's activities in the year 2006/07 on behalf of the Board of Directors.

There were questions and comments.

The Annual General Meeting then took note of the Report.

$Re3$

The Company's audited Annual Accounts for the period 1/10 2006 - 30/9 2007 was presented and reviewed. The Annual Accounts showed a profit for the period of tDKK 12,117.

Mr. Benny Dalsten, Finance Manager, presented the Annual Accounts to the Meeting.

There were questions, which were all answered.

The Annual Accounts and Audit Book were then unanimously approved by the Meeting.

The Annual General Meeting also unanimously approved the proposal to accept the decision regarding discharge from liability for the Board of Directors and Management.

$Re4$

According to the approved Annual Accounts and Report from the Board of Directors, the Board of Directors proposed that the annual result be distributed as follows:

Annual result 1/10 2006 - 30/9 2007 tDKK 12,117
Shareholders dividends, DKK 10 per DKK 100 share
Transferred to retained earnings
tDKK 2,306
tDKK 9,811
tDKK 12,117

The proposal was approved unanimously.

Re 5

There had been no proposals from shareholders.

According to the agenda, the Board of Directors had made the following proposal:

"Proposal from the Board of Directors that during the period until the next Annual General Meeting the Company be authorised to acquire own shares until the holding of such shares amounts to 10 per cent of the share capital. The purchase price for such own shares shall not deviate more than 10 per cent from the market price quoted at any time".

After some questions the proposal was unanimously adopted.

$Re6$

Mr. Klaus W. Roth, director, was unanimously re-elected as Chairman of the Board of Directors.

$Re7$

Mr. Hans Christoffersen, attorney at law; Mr. Kurt Lausus, director, Germany and Mr. Peter Winkels, director, Belgium were unanimously re-elected as Board members.

$Re8$

RIR Revision and PricewaterhouseCoopers were re-elected as auditors.

Re 9

There was no further business to discuss.

The Chairman thanked the Meeting for its orderly manner and the Annual General Meeting was then adjourned.

Chairman: Steen Raagaard Andersen

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