Alm. Brand — AGM Information 2008

Apr 14, 2008

ALM. BRAN D A/S

AGENDA AND COMPLETE PROPOSALS

AGENDA

At th e Annual General Meeting to be hel d on Th ursday 24 April 2008 at 1 1 : 00 a.m. at th e Radisson SAS Scandinavia H otel, Amager Boulevard 70, DK-2300 Copenh agen S, th e fol lowing business wil l be transacted, cf. Article 6 of th e Articles of Association:

• a. P resentation of th e annual report for adoption and a resolution to disch arge th e Board of Directors and the Management Board from l iabil ity.
• b. Resolution on th e distribution of profit or the treatment of loss according to th e adopted annual report.
• c. Auth orisation to acquire treasury sh ares.
• d. E lection of members to th e Board of Directors and their al ternates.
• e. Appointment of auditor.
• f. Proposal from the Board of Directors for reduction of the company' s sh are capital by DKK 96,000,000 from DKK 1 ,572,000,000 to DKK 1 ,476,000,000 for the purpose of distribution to the sh areh ol ders by cancel l ation of the company' s hol ding of treasury sh ares. The hol ding of treasury sh ares h as been acquired from the company' s sh areholders including as part of the execution of sh are buy-back programmes. Article 3(1 ) of the Articles of Association must be updated in connection with the reduction.
• g. Any oth er business.

COMPLETE PROPOSALS

from th e Board of Directors

to

th e Annual General Meeting

a. Presen tati on of th e an n u al report for adopti on an d a resol u ti on to di sch arge th e Board of Directors an d th e Man ag emen t Board from l i abi l ity.

• Th e Board of Directors proposes th at the annual report be adopted.
• Th e Board of Directors proposes th at the Board of Directors and th e Management Board be disch arged from l iabil ity.
• b. Resol u ti on on th e di stri bu ti on of profit or th e treatmen t of l oss accordi n g to th e adopted an n u al report.
• Th e Board of Directors proposes th at the profit for th e year, DKK 706 mil l ion, be carried forward to next year.

c. Au th ori sati on to acq u ire treasu ry sh ares.

• Th e Board of Directors proposes th at, for the period until th e next Annual General Meeting, th e Board of Directors be auth orised to al low th e Company to acquire treasury sh ares against consideration for ownersh ip or as col l ateral provided th at the total nominal value of treasury sh ares h el d by the Company and its subsidiaries does not exceed, or as a consequence of th e acquisition wil l not exceed, 1 0 % of th e sh are capital. Th e consideration for such sh ares may not deviate by more th an 1 0 % from th e price quoted by th e Copenh agen Stock Exch ange at th e time of acquisition.

d. El ecti on of members to th e Board of Directors an d th eir altern ates.

• Th e Company' s Board of Directors consists of six members elected by th e sh areh ol ders in a general meeting and th ree members elected by th e employees. Moreover, al ternates for five of th e members elected by th e sh areh ol ders h ave been elected. Pursuant to Article 9.2 of th e Articles of Association, Board members elected by th e sh areh ol ders are elected for terms of one year, and retiring Board members are el igibl e for re-election. Al l Board members elected by th e sh arehol ders and their al ternates are thus up for election. Board members elected by the sh areh ol ders al l offer th emsel ves for re-election.

Th e Board of Directors recommends th at th e fol lowing Board members be re-elected:

Mr Ch ristian N .B. U lrich Mr J ø rgen H essel bjerg Mikkel sen Mr Boris N ørgaard Kjel dsen Mr N iel s Kofoed Mr J ø rgen Skovdal L arsen Mr H enrik Stenbjerre

F lemming Fuglede J ø rgensen, al ternate for N iel s Kofoed, does not offer h imself for re-election. Th e Board of Directors recommends th at Mr. Andreas B jerregaard is elected as alternate for N iel s Kofoed.

Furth ermore, Th e Board of Directors recommends th at th e fol lowing alternates be re-elected:

Mr Per V.H . F randsen (for Ch ristian N .B . U lrich ) Ms Ch arlotte Riegel s H jorth (for J ø rgen H essel bjerg Mikkel sen) Mr Bent Petersen (for Boris N ø rgaard Kjel dsen) Mr Carsten Meyer Petersen (for J ø rgen Skovdal L arsen)

Pursuant to section 49(6), second sentence, of th e Danish Publ ic Companies Act, th e Board of Directors provides the fol lowing information:

Th e directorsh ips of Ch ristian N .B. U lrich , J ø rgen H essel bjerg Mikkel sen, Boris N ø rgaard Kjel dsen, N iel s Kofoed, J ørgen Skovdal L arsen and H enrik Stenbjerre in oth er Danish publ ic l imited companies are l isted in th e overview of directorsh ips of th e Board of Directors on pages 1 24-1 26 of th e 2007 annual report.

Furth ermore, th e Board of Directors can inform you

• th at Bent Petersen is a member of th e board of directors of I nvest Administration A/S
• th at Carsten Meyer Petersen is

ch airman of the boards of directors of Todbjerg City A/S and Todbjerg Busser A/S and

a member of the boards of directors of Kasper Th omsen H ol ding af 1 8.6.2003 A/S, Ole Suurl and A/S and Advokataktiesel skabet F inn Sø gaard

th at Per V.H . F randsen, Ch arlotte Riegel s H jorth and Andreas B jerregaard do not h ol d any directorsh ips in oth er Danish publ ic l imited companies

e. Appoi n tmen t of au di tor.

• Th e Board of Directors proposes th at Deloitte, Statsautoriseret Revisionsaktiesel skab be reappointed.
• f. Proposal from th e Board of Directors for redu cti on of th e compan y' s sh are capital by DKK 96, 000, 000 from DKK 1 , 572, 000, 000 to DKK 1 ,476, 000, 000 for th e pu rpose of di stri bu ti on to th e sh areh ol ders by can cel l ati on of th e compan y' s h ol di ng of treasu ry sh ares. Th e h ol di n g of treasu ry sh ares h as been acqu ired from th e compan y' s sh areh ol ders i n cl u di n g as part of th e execu ti on of sh are bu y-back programmes. Arti cl e 3(1 ) of th e Arti cl es of Associ ati on mu st be u pdated i n con n ecti on with th e redu cti on .
• I n th e period February 2006 to mid J anuary 2007 th e company h as completed buy-back programmes, by means of wh ich th e company h as bough t treasury sh ares for about DKK 1 ,1 50 mil l ion. Consequentl y, th e sh are capital h as so far been reduced by nom inal l y DKK 21 6 mil l ion equivalent to 2,700,000 sh ares at th e annual general meetings in April and N ovem ber 2007. Th e sh ares cancel led so far are in total bough t for just under DKK 941 mil l ion.
• I n connection with th e publ ication of th e Annual Report 2007 in February 2008 th e company h as publ ish ed a new buy-back programme of up to DKK 600 mil l ion for th e period til l th e end of J anuary 2009 to wh ich must be added an outstanding part of th e programme for 2007 of DKK 50 mil l ion.

• Th e purpose of th e sh are buy-back is to distribute to the sh areh ol ders th e capital wh ich is not required in connection with the continued operation of the Alm. B rand A/S Group based on th e capital model determined by th e company' s Board of Directors. Th e capital model is described in th e 2007 annual report on page 55.

• Compared with payment of dividends, distribution th rough a sh are buyback offers investors more scope for ch oosing wh en to real ise cash flows from their sh areh ol ding.

• Th e Company' s 1 9,650,000 sh ares of DKK 80 each today equal a total sh are capital of DKK 1 ,572,000,000. Th e proposal by the Board of Directors impl ies th at 1 ,200,000 sh ares of DKK 80 each – or a sh are capital of DKK 96,000,000 nominal value – are cancel led to th e effect th at th e company' s sh are capital after the completion of the capital reduction wil l be DKK 1 ,476,000,000 divided into 1 8,450,000 sh ares of DKK 80 each . Th e sh ares were bough t in 2007 and the passed part of 2008 for a total amount of DKK 354,41 1 ,827. Rel ative to the nominal value of th e sh ares, a premium of DKK 258,41 1 ,827 h as th us been paid.
• As a consequence of th e capital reduction, th e Board proposes th at Article 3.1 of th e Articles of Association be amended to th e fol lowing wording:

"Th e Company' s sh are capital, wh ich h as been ful l y paid up, amounts to DKK 1 ,476,000,000".

• At th e end of a time l imit prescribed in th e Danish Publ ic Companies Act to be th ree month s from th e publ ication of the decision on capital reduction in the electronic information system of th e Danish Commerce and Companies Agency, th e capital reduction is expected to be compl eted in August 2008.
• Apart from th e 1 ,200,000 treasury sh ares wh ich are necessary to the completion of th e proposed reduction, the company and its subsidiaries today own 1 66.51 8 treasury sh ares.
• g. An y oth er bu si n ess.

Copenh agen, 1 4 April 2008

TH E BOARD OF DIRECTORS