NOTICE OF ANNUAL GENERAL MEETING OF THRANE & THRANE A/S

 | Quelle: Thrane & Thrane A/S Thrane & Thrane A/S

Notice is hereby given that the annual general meeting of Thrane & Thrane A/S will be held on Tuesday, 28 August 2012 at 10:00 a.m.

The general meeting will be held at the offices of Thrane & Thrane A/S, Lundtoftegårdsvej 93 D, DK-2800 Kgs. Lyngby.

Business to be transacted:

  1. The Board of Directors’ report on the activities of Thrane & Thrane A/S during the past financial year.
  2. Presentation of the annual report for adoption and a resolution ratifying the acts of the Board of Directors and the Management Board.
  3. Submission of proposal for application of profits or covering of losses appearing from the annual report adopted.
  • The Board of Directors proposes that the profit is carried over to the next year.
  1. Election of members to the Board of Directors.
  • Lockman Electronic Holdings Ltd. proposes that all current members of the Board of Directors are re-elected.
  1. Appointment of auditors.
  • The Board of Directors and Lockman Electronic Holdings Ltd. proposes that PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab, be re-appointed as auditors (Thrane & Thrane A/S’ auditor Grant Thornton, Statsautoriseret Revisionsaktieselskab, having merged with PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab).

Proposals from the Board of Directors or the shareholders:

  1. Amendment of the accounting year to 1 January – 31 December.
  • The financial year is amended to conform with the financial year of the Cobham group.
  • The transitional financial year will be 1 May 2012 – 31 December 2012.
  • This will require an amendment to article 11.1 of Thrane & Thrane A/S’ articles of association.
  1. Amendment of the group language of the company
  • The group language of the company is amended to conform with the Cobham group.
  • This will require the adoption of an article to the articles of association stipulating that the group language of the company is English.
  1. Amendments of the Articles of Association.
  • The Board of Directors and Lockman Electronic Holdings Ltd. propose that the articles of association of Thrane & Thrane A/S are amended as set out in the complete proposals Appendix 1.
  • The Board of Directors and Lockman Electronic Holdings Ltd. propose that the authorisations to the Board of Directors to increase the share capital specified in clause 3.A.1 and 3.A.2 of the articles of association are extended until the annual general meeting in 2016.
  1. Any other business

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