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EAC Invest — AGM Information 2012
Mar 2, 2012
3430_iss_2012-03-02_831823cb-d6db-4a70-ab33-54bda99505ec.pdf
AGM Information
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Shareholders' Secretariat
Nasdaq OMX Copenhagen Nikolaj Plads 6 DK - 1067 Copenhagen K Denmark
The East Asiatic Company Ltd. A/S East Asiatic House Indiakaj 20 DK - 2100 Copenhagen Ø Denmark
Phone: +45 3525 4300 Fax: +45 3525 4313 E-mail: [email protected] Internet: www.eac.dk
CVR. no. : 26 04 17 16
02.03.2012
Notice convening the Annual General Meeting of the East Asiatic Company Ltd. A/S Announcement no. 2/2012
Annual General Meeting of The East Asiatic Company Ltd. A/S on
Tuesday, 27 March 2012, at 16.00
at the Radisson BLU Falconer Hotel & Conference Centre, 9 Falkoner Allé, DK-2000 Frederiksberg.
Agenda:
- a. Presentation of the Supervisory Board's report on EAC's activities in the past year.
- b. Presentation of the audited annual report for adoption, including approval of the remuneration for the Supervisory Board for the year 2012, and a resolution of discharge of the Supervisory Board and the Executive Board from their obligations.
The Supervisory Board proposes the same remuneration in 2012 as in 2011, i.e. DKK 300,000 for ordinary members and 150% and 200% of this amount for the Deputy Chairman and Chairman, respectively.
c. Resolution regarding the application of the net profits for the year according to the audited annual report as adopted.
The Supervisory Board proposes the distribution of a dividend of DKK 5.00 per share of a nominal value of DKK 70.
d. Election of members to the Supervisory Board.
Pursuant to the Articles of Association, the members elected by the shareholders at the general meeting shall retire every year. The Supervisory Board nominates Henning Kruse Petersen, Preben Sunke, Connie Astrup-Larsen and Mats Lönnqvist for re-election.
For a presentation of the individual nominees, please refer to www.eac.dk.
e. Appointment of auditor.
The Supervisory Board nominates KPMG, Statsautoriseret Revisionspartnerselskab for re-election.
f. Authorisation of acquisition of treasury shares.
The Supervisory Board proposes that the shareholders in the general meeting authorise the Supervisory Board to permit the Company to acquire treasury shares in the period until the next annual general meeting up to a combined nominal value totalling 10 per cent of EAC's share capital. The purchase price may not deviate by more than 10 per cent from the price listed on Nasdaq OMX Copenhagen A/S at the time of acquisition.
g. Authorisation to the chairman of the general meeting.
The Supervisory Board proposes that the shareholders authorise the chairman of the general meeting to file the adopted resolutions with the Danish Business Authority.
Adoption requirements
All proposals made by the Supervisory Board can be adopted by a simple majority.
Information on share capital and voting rights
At the time of the notice convening the general meeting, the share capital amounts to DKK 864,364,165 at a nominal share value of DKK 70 each. There are also shares at a nominal value of DKK 35 each. Each share amount of DKK 70 confers one vote upon the holder; each share amount of DKK 35 confers one half-vote upon the holder.
Record date
A shareholder's right to attend the general meeting and to vote shall be determined in proportion to the shares held by such shareholder as of the record date. The shares held by each shareholder as of the record date shall be calculated based on the entry in the Register of Shareholders regarding the shareholder's ownership and any notifications from the shareholder regarding ownership received by EAC with a view to being recorded in the Register of Shareholders, but which have not yet been recorded.
The record date is Tuesday, 20 March 2012.
Admission cards
Shareholders, proxies and any accompanying advisors must have admission cards in order to participate at the general meeting.
The admission cards can be ordered via the Company's website, www.eac.dk.
Alternatively, physical admission cards can be ordered via the Company's website, www.eac.dk and sent by letter post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S or by e-mail to [email protected].
Requests for admission cards should reach VP Investor Services A/S no later than Friday, 23 March 2012 at 23.59. Shareholders are entitled to attend by proxy and can attend the general meeting accompanied by an advisor. A proxy can also attend the general meeting together with an advisor.
Further information
No later than Monday, 5 March 2012 will the following documents be available on EAC's website www.eac.dk: Convening notice for the general meeting, information on the total number of shares and voting rights in the company on the date of the notice, the agenda, the complete proposals to be submitted at the Annual General Meeting, the Annual Report 2011, proxy form and form for vote by correspondence.
Shareholders wishing to have the Annual Report 2011 sent by post are requested to contact EAC's Shareholders' Secretariat on telephone +45 35 25 43 00 or e-mail to [email protected].
Questions
Until a week before the general meeting the shareholders can ask questions in writing to the management of the Company on matters relevant to the assessment of the Annual Report 2011, the Company's situation in general or to other matters which are to be decided upon at the general meeting. Shareholders, wishing to make use of their right to pose questions, can send the question by letter post to the Company. The reply can be in writing, and the reply may be published on the Company website, www.eac.dk. Management can refrain from replying if the questioner is not represented at the general meeting.
The shareholders may also pose questions verbally to the management of the Company about the abovementioned matters at the general meeting just as questions may be asked here to the Annual Report 2011 to the auditor of the Company appointed by the general meeting.
Instrument of proxy
Shareholders may choose to be represented at the general meeting by signed and dated proxy. An instrument of proxy can be issued electronically on the website of The East Asiatic Company Ltd. A/S, www.eac.dk or the website of VP Investor Services A/S: www.vp.dk/gf by using Net-ID/Nem-ID or VP custody number and VP-code no later than Friday, 23 March 2012 at 23.59.
Alternatively, an issue of instrument of proxy can be downloaded and printed from EAC's website, www.eac.dk, and sent by post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, or by e-mail to [email protected].
Provided that the admission card has been ordered in time, physical proxy may be issued until Tuesday, 27 March 2012. Instrument of proxy may be revocated by post or by e-mail to [email protected].
Vote by correspondence
Furthermore, shareholders may vote by correspondence. A physical form for correspondence voting is available on the company website, www.eac.dk and can be sent by letter post or e-mailed to VP Investor Services A/S, e-mail: [email protected]. A vote by correspondence must reach VP Investor Services A/S no later than Monday, 26 March 2012 at 10.00. A vote by correspondence cannot be retracted.
Practical information
Any dividends adopted at the Annual General Meeting will be paid via VP Investor Services A/S after deduction of dividend tax (if applicable).
Light refreshments will be served in the foyer after the Annual General Meeting.
Yours sincerely, The East Asiatic Company Ltd. A/S
THE SUPERVISORY BOARD
For additional information, please contact: President & CEO Niels Henrik Jensen +45 3525 4300 [email protected]
Group CFO Michael Østerlund Madsen +45 3525 4300 [email protected]