Skive, Denmark, 2013-03-15 09:00 CET (GLOBE NEWSWIRE) --
To the shareholders of Dantherm
CVR no. 30 21 43 15
Invitation to the annual general meeting in Dantherm A/S which is held on
Wednesday, 10 April 2013 at 3 pm
at Marienlystvej 65, 7800 Skive, Denmark
The agenda for the general meeting is as follows:
1. The Board of Directors' report on the company's activities during the year.
2. Presentation of the annual report for 2012 for adoption.
3. Resolution concerning the appropriation of profits or the cover of losses in accordance with the adopted annual report.
The Board of Directors proposes that no dividend be paid.
4. Election of members to the company's Board of Directors.
The Board of Directors proposes the re-election of:
- Niels Kristian Agner
- Jørgen Møller-Rasmussen
- Nils Rosenkrands Olsen
- Preben Tolstrup
Please see Dantherm A/S's annual report for 2012 for information about the individual board members.
5. Election of auditors:
The Board of Directors proposes the re-election of KPMG Statsautoriseret Revisionspartnerselskab as the company's auditors.
6. Any proposals from the Board of Directors or from shareholders.
The Board of Directors proposes the following:
a) It is proposed that Article 2.a.1 of the Articles of Association be amended as follows:
"Until 10 April 2018, the Board of Directors is authorised – on subscription for new shares at a price specified by the Board of Directors – to increase the company's share capital by one or more turns by up to a nominal value of DKK 28,094,260, bringing the share capital to DKK 100,000,000. The capital increase must be with pre-emption rights for existing shareholders. An increase under this Article 2.a.1 must be possible wholly or partly through other means than cash payment if the new shares are issued as payment for full or partial acquisition of an existing enterprise or a certain asset.'"
It is proposed that the following be inserted as a new Article 2.a.2 of the Articles of Association:
"Until 10 April 2018, the Board of Directors is authorised – on subscription for new shares at a price specified by the Board of Directors – to increase the company's share capital by one or more turns by up to a nominal value of DKK 28,094,260, bringing the share capital to DKK 100,000,000. The capital increase must be without pre-emption rights for existing shareholders, and the new shares must be subscribed for at the market price. An increase under this Article 2.a.2 must be possible wholly or partly through other means than cash payment if the new shares are issued as payment for full or partial acquisition of an existing enterprise or a certain asset.'"
It is proposed that Article 2.a.2 of the Articles of Association be inserted as a new Article 2.a.3 with the following wording:
"Furthermore, the new shares subscribed for under Article 2.a.1 or Article 2.a.2 are subject to the same rules as apply to the previous shares in the company. The shares are negotiable instruments, but may be registered in the name of the holder in the company's Register of Owners. The shares are subject to the same rules on pre-emption right, voting right and redeemability as the previous shares."
7. Any other business.
Shareholder information
The company's share capital amounts to DKK 71,905,740 divided into shares of DKK 10 each and multiples thereof. Each shareholding of DKK 10 carries one vote. The company has chosen Danske Bank as its account-holding bank. The company's shareholders can exercise their financial rights through this bank.
Information about the general meeting
Three weeks before the general meeting at the latest, further information about the general meeting, including the invitation, the total number of shares and voting rights on the date of the invitation, the complete proposals at the general meeting, the audited annual report for 2012 and forms to be used if voting by proxy or by post will be available on the company's website www.dantherm.com.
This invitation has also been published via the Danish Business Authority's IT system and sent to all registered shareholders and any shareholder who has so requested.
Attending the general meeting
Attending and voting at the general meeting is subject to the following conditions:
The right of a shareholder to attend and vote at a general meeting is determined by the number of shares held by the shareholder on the date of registration.
The date of registration is one week before the general meeting, i.e. on 3 April 2013. Shareholders holding shares in the company on the date of registration are entitled to attend and vote at the general meeting. The shareholder's shareholding is determined on the date of registration based on the number of shares registered to him in the register of owners and any information about ownership received by the company for entry into the register of owners. In order to attend the shareholder must also have obtained an admission card in advance as described below.
Admission card
The general meeting may be attended by any shareholder who has obtained an admission card at the company's offices no later than three days before the general meeting (VP custody account number) by presenting proper identification. The card can also be obtained by request either by email: investor@dantherm.com or by letter to Dantherm A/S, Investor Relations, Marienlystvej 65, 7800 Skive, Denmark. Admission cards are issued to shareholders holding shares in the company on the date of registration.
Proxy and postal votes
Shareholders registered by name in the register of shareholders may issue a proxy to the Board of Directors or other persons by completing the proxy/postal voting form received.
Shareholders not registered by name in the register of shareholders may issue a proxy to the Board of Directors or other persons by providing proper documentation and completing the proxy/postal voting form received. The form can be obtained at the company's offices. The form must be signed, dated and received by the company by 5 April 2013 in order to be valid.
Instead of voting in person at the general meeting, shareholders may choose to vote by post, i.e. submit a written vote before the general meeting is held. The proxy/postal voting form is enclosed with this invitation. Shareholders who choose to vote by post must send their written vote to the company at the address Dantherm A/S, Investor Relations, Marienlystvej 65, 7800 Skive, Denmark, or by email at: investor@dantherm.com, making sure that the vote reaches the company by 5 April 2013.
Adoption requirements
Under item 6a on the agenda, adoption of the proposal requires that two-thirds of the votes cast and two-thirds of the voting share capital represented at the general meeting are in favour of the proposal.
Approvals, adoptions and elections of all kinds take place by a simple majority of votes.
Skive, Denmark, 15 March 2013
Dantherm A/S
The Board of Directors
