Annual General Meeting of Schouw & Co.
The company's Annual General Meeting was held today with about 400 people
attending.
Management's Review
The Chairman reported, among other things, that Schouw & Co. projects
consolidated full-year 2008 revenue of approximately DKK 10 billion and a
profit before tax of about DKK 400 million exclusive of the effects from the
holding of Vestas shares.
Approval of annual report
The shareholders voted to approve the annual report and the Board's
recommendation that a dividend of DKK 6 per share be paid as well as the
proposed resolution to discharge the Board of Directors and the Management
Board from liability.
Bonus share issue
The Board of Directors' proposal to increase the share capital by way of a
bonus share issue was approved. The share capital is being increased by way of
a bonus share issue by a nominal value of DKK 124,700,000 from a nominal value
of DKK 124,700,000 to a nominal value of DKK 249,400,000.
Authorisation to acquire own shares
The shareholders approved the proposed resolution from the Board of Directors
that, pursuant to section 48 of the Danish Public Companies Act, the Board of
Directors be authorised to allow the company, during the period until the next
Annual General Meeting, to acquire own shares for ownership or as collateral up
to an aggregate value of 10% of the company's share capital against
consideration.
Merger with BioMar Holding
The shareholders approved the Board of Directors' proposal for a merger of
Aktieselskabet Schouw & Co. and BioMar Holding A/S to the effect that all
assets and liabilities are transferred to Aktieselskabet Schouw & Co. and that
BioMar Holding A/S is wound up without liquidation.
As a result of the merger, the share capital is being increased by a nominal
value of DKK 30,600,000 from a nominal value of DKK 249,400,000 to a nominal
value of DKK 280,000,000.
General guidelines for incentive pay
The Board of Director's proposal to approve general guidelines for incentive
pay was approved.
Amendments to the Articles of Association
The Board of Directors' proposal to amend articles 2(2) and 2(7) of the
Articles of Association in consequence of Copenhagen Stock Exchange having
changed its name to the OMX Nordic Exchange Copenhagen was approved.
Election of board members
Erling Eskildsen and Erling Lindahl were both re-elected to the Board of
Directors.
Appointment of auditors
KPMG Statsautoriseret Revisionspartnerselskab was appointed as the company's
auditors.
Authorisation
The shareholders authorised the chairman of the meeting to file the resolutions
approved by the general meeting for registration.
Any other business
No other business was considered.
Immediately after the general meeting the Board of Directors elected Jørn Ankær
Thomsen Chairman and Erling Eskildsen Deputy Chairman of the Board.
Aktieselskabet Schouw & Co.
On behalf of the company
Jørn Ankær Thomsen Jens Bjerg Sørensen
Chairman President
