The Supervisory Board of Royal Unibrew A/S hereby gives notice of the Annual General Meeting 2008 of the Company
The Supervisory Board of Royal Unibrew A/S hereby gives notice of the Annual General Meeting 2008 of the Company
April 3, 2008 at 12:00 AM EDT
fond-ru-19-2008-uk.pdf 321.9 KB
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 2008 of the Company to be held on: Monday, 28 April 2008, at 17:00 at Atletion, Stadion Allé 70, DK-8000 Århus C The agenda is as follows: 1. Report on the Company's activities during the past year 2. Presentation of the audited Annual Report for 2007 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 an amount of DKK 59 million be distributed as dividend equivalent to DKK 10 per share of DKK 10. It is proposed to transfer the remaining part of the profit to retained earnings. 4. Consideration of proposed resolutions submitted by the Supervisory Board 4.a. Authorisation to acquire treasury shares The Supervisory Board proposes that the Annual General Meeting authorise the Supervisory Board to have the Company acquire treasury shares of a nominal value of up to 10 per cent of the share capital of the Company in the period up until the next Annual General Meeting, cf section 48 of the Danish Companies Act, provided that the price does not deviate by more than 10% from the latest quoted price. 4.b. Authorisation to increase share capital The Supervisory Board proposes that the existing authorisation of the Supervisory Board under Article 7 (1) of the Articles of Association to increase the Company's share capital by up to a nominal amount of DKK 6,000,000 with or without a pre-emption right for existing shareholders be extended so as to expire on 1 May 2009. 4.c. Guidelines for incentive pay The Supervisory Board proposes that the Annual General Meeting approve the overall guidelines for incentive pay to management of Royal Unibrew A/S prepared by the Supervisory Board. If the guidelines are approved by the Annual General Meeting, mention hereof will be included in a new sub-article 3 of Article 25 of the Company's Articles of Association. 4.d. Reduction of capital by cancellation of treasury shares The Supervisory Board proposes that the share capital be reduced by a nominal amount of DKK 3,000,000 to a nominal amount of DKK 56,000,000 through cancellation of 300,000 treasury shares of a nominal value of DKK 10 each, ie by payment to shareholders, cf section 44 a(1)(ii) of the Danish Companies Act. The shares were acquired at a total cost of DKK 174,254,140.55 corresponding to an average price of DKK 580.85. 5. Election of members of the Supervisory Board The Supervisory Board proposes re-election of: - Steen Weirsøe, - Tommy Pedersen, - Henrik Brandt, - Ulrik Bülow, - Erik Højsholt, and - Hemming Van. 6. Election of a state authorised public accountant The Supervisory Board proposes re-election of Ernst & Young, Statsautoriseret Revisions-aktieselskab. 7. Authorisation of the Chairman of the meeting The Supervisory Board proposes that the Annual General Meeting authorise the Chairman of the meeting to register all of the above resolutions 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. 8. Any other business None. The agenda, the complete wording of the proposed resolutions, the overall guidelines for incentive pay as well as the Annual Report of the Parent Company and the Group for 2007 will be available for inspection at the Company's investor relations office at Faxe Allé 1, DK-4640 Faxe from Thursday, 17 April 2008 in accordance with the provisions of the Articles of Association and the Danish Companies Act. In order to attend the Annual General Meeting the shareholders must not later than Wednesday, 23 April 2008, at 16:00 have obtained an admission card. Admission cards may be obtained from VP Investor Services A/S (stamped return envelope enclosed with the notice), by telephone at +45 43 58 88 66, by fax at +45 43 58 88 67 or via the Company's website www.royalunibrew.com using the link InvestorPortalen. A resolution to amend the Articles of Association as proposed in items 4.b and 4.d. 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 59,000,000 is divided into shares of DKK 10 or multiples hereof. Each share denomination of DKK 10 entitles the holder to one vote. In order to be entitled to vote at the Annual General Meeting, shareholders must have obtained an admission card and must, furthermore, at the time of convening of the Annual General Meeting either have registered their shares by name or have given notice of and documented their 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 proxyholders proposed by the Supervisory Board provided that the individual proxy does not exceed 10% of the Company's share capital. Dividend will be paid through the VP Securities Services and the share-issuing agent to the shareholders' accounts with own depository banks, by which the financial rights are thus exercised, cf section 73(5)(ii) of the Danish Companies Act. An Instrument of Proxy form for voting at the Annual General Meeting has been enclosed with the notice convening the Annual General Meeting. Proxy may be granted by returning the completed form to VP Investor Services A/S (stamped return envelope enclosed with the notice). The form must be received by VP Investor Services A/S before expiry of the deadline for obtaining an admission card. Faxe, 4 April 2008 Supervisory Board