Annual General Meeting 2009
Annual General Meeting 2009
April 15, 2009 at 12:00 AM EDT
fond-ru-15-2009-uk.pdf 209.3 KB
Company announcement No 15/2009 15 April 2009 To the shareholders of Royal Unibrew A/S CVR NO 41956712 The Supervisory Board of Royal Unibrew A/S hereby gives notice of the Annual General Meeting 2009 of the Company to be held on: Wednesday 29 April 2009, at 17:00 in Odense Congress Center, Ørbækvej 350, 5220 Odense SØ, Denmark The agenda is as follows: 1. Report on the Company's activities during the past year 2. Presentation of the audited Annual Report for 2008 including Auditors' Report for adoption and granting of discharge to the Supervisory Board and the Executive Board 3. Proposed distribution of profits for the year, including decision on the amount of dividend The Supervisory Board proposes that no dividend is paid. 4. Proposals by the Supervisory Board Annual General Meeting The Supervisory Board proposes that Article 9 (2) of the Articles of Association is changed, so that the Company's ordinary general meetings shall no longer be held alternately in Fakse, Jutland and Odense, but in the future be held on Funen, in Faxe or in Greater Copenhagen at the Supervisory Board's discretion. Furthermore, the Supervisory Board proposes that the requirement to publish the notice of the Company's ordinary general meetings in local newspapers shall be deleted. The wording of Article 9 (2) shall hereafter be: “The Company's Ordinary General Meetings shall be held on Funen, in Faxe or in Greater Copenha- gen at the Supervisory Board's discretion. The Supervisory Board shall convene the General Meeting at not less than 8 days' and not more than 4 weeks' notice published in a national newspaper.” 5. Election of members of the Supervisory Board The Supervisory Board proposes re-election of: • Steen Weirsøe, • Tommy Pedersen, • Ulrik Bülow, • Erik Højsholt, and • Hemming Van. As Henrik Brandt has been appointed CEO of the Company, he has decided not to seek re-election for the Supervisory Board. The Supervisory Board proposes that the number of board members elected by the general meeting is reduced from 6 to 5. This reduction will not influence the number of board members elected by the employees. This number continues to be 3. Information about the background and duties of the nominated members is stated at www.royalunibrew.com. 6. Election of a state authorised public accountant The Supervisory Board proposes re-election of Ernst & Young, Godkendt Revisionsaktieselskab. 7. Any other business The agenda, the complete wording of the proposed resolutions and the Annual Report of the Company and of the Group for 2008 will be available for inspection at the Company's investor relations office at Faxe Allé 1, DK-4640 Faxe from Friday 17 April 2009 in accordance with the provisions of the Articles of Association and the Danish Public Companies Act. In order to attend the Annual General Meeting the shareholders must not later than Friday 24 April 2009, at 16:00, have obtained an admission card. Admission cards may be obtained from VP Investor Services A/S, by telephone at +45 43 58 88 93, by fax at +45 43 58 88 67, via VP Investor Services A/S' website www.uk.vp.dk/agm or via the Company's website www.royalunibrew.com (use the link Investor - Inves-torPortal). A resolution to amend the Articles of Association as proposed in item 4 must be passed by at least 2/3 of the votes cast as well as of the voting share capital represented at the Annual General Meeting. The Company's share capital of a nominal amount of DKK 56,000,000 is divided into shares of DKK 10 or multiples hereof. Each share of DKK 10 entitles the holder to one vote. In order to be entitled to vote at the Annual General Meeting, a shareholder must have obtained an admission card and furthermore must at the time of convening the Annual General Meeting either have registered the shareholder's shares by name or have given notice of and documented the title. Furthermore, no shareholder may exercise voting rights for an amount exceeding 10% of the Company's share capital. However, this restriction shall not apply to the casting of votes by proxy by the Supervisory Board or by other proxy holders proposed by the Supervisory Board provided that the individual proxy does not exceed 10% of the Company's share capital. Proxy may be granted by returning the completed form to VP Investor Services A/S. The proxy must be received by VP Investor Services A/S by Friday 24 April 2009, at 16:00. The Supervisory Board