Pre-Annual General Meeting Information • Jul 25, 2013
Pre-Annual General Meeting Information
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We are pleased to invite the company's shareholders to the annual general meeting in Harboes Bryggeri A/S.
The annual general meeting begins at 10 am with a consideration of the items on the agenda (see overleaf) in accordance with the company's Articles of Association.
You can request an admittance card or issue a proxy using the enclosed documents, which contain further information.
Kind regards,
Harboes Bryggeri A/S Bernhard Griese, CEO
The Board of Directors proposes that the net profit for the year of DKK 3,091,000 be distributed as follows:
| Total | DKK | 3,091,000 | |
|---|---|---|---|
| - | Transferred from prior year | DKK | -5,909,000 |
The Board of Directors proposes that a number of amendments to the company's Articles of Association be adopted.
The amendments proposed by the Board of Directors can be viewed in their entirety on the company website www.harboe.com and in the company's offices as described below under 'Information about the general meeting'.
• The provision concerning the adoption of amendments to the company's Articles of Association, of the dissolution of the company or its merger with another company is amended to the effect that proposals for such resolutions can be adopted by two-thirds of both the votes cast and of the share capital represented at the general meeting. The previous provision that a certain portion of the share capital must be present at such annual
general meeting as a condition for the adoption of such resolutions without an extraordinary general meeting being held is deleted.
The proposal is motivated by amendments to the Danish Companies Act (Selskabsloven) and a wish to modernise the Articles of Association.
No proposals from shareholders for consideration at the annual general meeting have been received within the deadline stated in Article 11(2) of the Articles of Association.
Under Article 15(2) of the Articles of Association, Anders Nielsen is resigning.
The Board of Directors proposes that Anders Nielsen be re-elected.
For information about Anders Nielsen's managerial posts, please see the annual report for the financial year 2012/13.
Pursuant to Article 17(1) of the Articles of Association, a state-authorised public accountant must be appointed for the period until the next annual general meeting.
The Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionspartnerselskab.
Pursuant to Article 14(8) of the Articles of Association, the adoption of the proposal to amend the company's Articles of Association under item 4 requires that two-thirds of the share capital are present at the general meeting, and that the proposal is adopted by two-thirds of both the votes cast and the voting shares present at the general meeting.
Adoption of the other items on the agenda requires a simple majority of votes.
The company's share capital has a nominal value of DKK 60,000,000.00 and consists of Class A shares with a nominal value of DKK 6,400,000.00 and Class B shares with a nominal value of DKK 53,600,000.00.
In connection with votes at the company's general meetings, each Class A share of DKK 10 carries ten votes, while each Class B share of DKK 10 carries one vote.
Shareholders are entitled to participate in and vote at the general meeting based on the shares held by each shareholder on the registration date, which is Wednesday, 21 August 2013. The shares held by each shareholder are determined on the registration date on the basis of information about the shareholder's shareholding contained in the company's register of owners (register of shareholders) as well as any notifications of ownership previously received by the company which are to be entered in the register, but which have not yet been entered.
Shareholders wishing to participate in the general meeting must notify the company of their participation in writing by Friday, 23 August 2013 at 11.59 p.m. at the latest, at which time the notification must have reached the company. The notification may be made electronically via VP Investor Services A/S (VP Services A/S) at www.vp.dk/gf or via www.harboe.com (details available on the start page of www.harboe.com) or in writing to Harboes Bryggeri A/S, Spegerborgvej 34, 4230 Skælskør, Denmark, Attn. VCR-afdelingen.
Shareholders who do not expect to be able to attend the general meeting may submit their vote in writing by post or issue a written proxy and voting instructions to the Board of Directors or a person designated by the shareholder who will be attending the general meeting. Proxies and written votes may be issued via www.harboe.com or by using the enclosed proxy and voting form. Please send the completed and signed form to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark.
Please note that written votes must reach VP Services A/S by noon on Tuesday, 27 August 2013 at the latest. Written votes cannot be recalled.
Information about the general meeting, including the total number of shares and voting rights on the date of notice, the annual report for the financial year 2012/13, notice with complete agenda proposals, and a proxy and voting form for the general meeting can be found at www.harboe.com under 'Investor'. These documents are also available for inspection at the company's offices at Spegerborgvej 34, 4230 Skælskør, Denmark.
Shareholders may prior to the general meeting submit questions about the agenda or documents etc. for use at the general meeting by sending an email to Harboes Bryggeri A/S at [email protected].
Harboes Bryggeri A/S has concluded an affiliation agreement with VP Securities A/S. Class B shareholders may exercise their financial rights through VP Securities A/S or the shareholder's accounting institute.
Skælskør, 26 July 2013 Harboes Bryggeri A/S Board of Directors
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