Extraordinary General Meeting 2009
Extraordinary General Meeting 2009
November 16, 2009 at 12:00 AM EST
fond-ru-31-2009-uk.pdf 214.6 KB
Company announcement No 31/2009 16 November 2009 On Monday 16 November 2009, at 16:30 Royal Unibrew A/S held an Extraordinary General Meeting in Odense Congress Center, Ørbækvej 350, 5220 Odense SØ, Denmark. 1. Authorisation of the Supervisory Board to increase capital In continuation of the company announcement No 30/2009 of today the Supervisory Board changed its proposal to request for authorisation to issue up to a nominal amount of DKK 56,000,000 new shares and not as stated in the notice for the Extraordinary General Meeting a nominal amount of DKK 120,000,000 new shares. The changed proposal for resolution was adopted by the Extraordinary General Meeting so that the authorisation of the Supervisory Board under Article 7 of the Articles of Association be replaced by a new authorisation of the Supervisory Board to increase the Company's capital in connection with a cash rights issue. The existing authorisation under Article 7 of the Articles of Association, which expired on 1 May 2009, is thus to be deleted. Article 7 of the Articles of Association thus reads as follows: ”The Supervisory Board shall be authorised to increase the Company's share capital on one or several occasions by up to a nominal amount of DKK 56,000,000 before 1 July 2010. In the event of share capital increases paid in cash, the existing shareholders shall have a pre-emptive right to subscribe for the new shares. The shares shall be issued to bearer, but may be registered in the name of the holder. The new shares shall carry a right to receive dividends and other rights as of the date determined by the Supervisory Board; not later, however, than as of the financial year following the adoption of the capital increase. The transferability of the new shares shall be subject to no restrictions. The shares are negotiable securities and no shareholder can be required to have them redeemed. The shares shall, in every respect, carry the same rights including the same pre-emptive subscription right upon capital increases as the existing shares. The Supervisory Board shall be authorised to make any amendment to the Articles required in consequence of the capital increase.” 2. Authorisation of the Chairman of the meeting The General meeting adopted the resolution proposed by the Supervisory Board that the General Meeting authorise the Chairman of the meeting to register registrable resolutions made by the General Meeting with the Danish Commerce and Companies Agency and to make any adjustments to the documents prepared in relation to the said resolutions that the Danish Commerce and Companies Agency may require in order to effect the registration of the resolutions. Yours sincerely, Royal Unibrew A/S The Supervisory Board Please direct any questions to Steen Weirsøe, Chairman of the Supervisory Board at telephone +45 39 55 97 00. Information on the potential rights issue does not constitute an offer to sell or the solicitation of an offer to buy the securities of Royal Unibrew A/S in Australia, Canada, Japan or the United States or in any other jurisdiction. This announcement contains “forward-looking statements”. Undue reliance should not be placed on forward-looking statements because they relate to and depend on circumstances that may or may not occur in the future and actual results may differ materially to those in forward-looking statements. Forward-looking statements include, without limitation, statements regarding our business, financial condition, strategy, results of operations, financing and other plans, objectives, assumptions, expectations, prospects, beliefs and other future events and prospects. We undertake no obligation, and do not intend, to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise.