Announcement no. 3/2009 To NASDAQ OMX Copenhagen Copenhagen, April 3, 2009 NOTICE OF AND COMPLETE PROPOSALS for the Annual General Meeting of Curalogic A/S in liquidation (CVR no. 27 97 06 05) Thursday April 23, 2009, at 4.30 pm (CET) The shareholders of Curalogic A/S in liquidation, CVR no. 27970605, are summoned for the Annual General Meeting to be held on Thursday April 23, 2009, at 4.30 pm (CET), at Radisson SAS Royal Hotel, Hammerichsgade 1, DK-1611 Copenhagen K, Denmark. AGENDA 1. The liquidator's report on the activities of the Company during the past year and in the period until the reference date of the final liquidation accounts. 2. Presentation and adoption of the audited annual report. The liquidator proposes that the Company's annual report for 2008 be adopted by the general meeting. 3. Distribution of profit or covering of losses in accordance with the annual report adopted by the general meeting. The liquidator proposes that the annual result, a net loss of DKK 10,454,000 be transferred as a retained loss. 4. Presentation and adoption of final liquidation accounts and thus the resolution to complete the liquidation. The liquidator proposes that the final liquidation accounts and thus the completion of the liquidation be adopted by the general meeting. The completion of the liquidation entails that the Company will be delisted from NASDAQ OMX Copenhagen. 5. Appointment of members of the Board of Directors The item is not applicable, if it is resolved to complete the liquidation, cf. item 4 of the agenda. 6. Appointment of auditor. The item is not applicable, if it is resolved to complete the liquidation, cf. item 4 of the agenda. 7. Any proposals from the shareholders or the liquidator. i) Authorisation of the chairman of the annual general meeting. The liquidator proposes that the annual general meeting authorise the chairman of the annual general meeting to file the changes adopted and make such amendments to the documents submitted to the Danish Commerce and Companies Agency which the Danish Commerce and Companies Agency, might request or find appropriate in order to register the changes adopted by the annual general meeting. 8. Any other business. ---o0o--- Today the Company's share capital is nominally DKK 28,240,074.50, divided into shares of DKK 0.50 each or multiples thereof. As of the day of the annual general meeting the share capital is expected to be DKK 28,360,074.50 as the share capital is expected to increase by nominally DKK 120,000.00 as a consequence of the exercise of warrants during the intervening period. Each nominal shareholding of DKK 0.50 carries one vote. Shareholders entitled to admission who have entered their names in the register of shareholders or have registered and documented the acquisition have the right to vote. Shareholders who have acquired their shares by way of transfer do not have the right to vote at the general meeting, unless the shares are in the register of shareholders or the shareholder has registered and documented the acquisition before the publication of the notice, cf. article 9.1 of the Articles of Association. For adoption of the proposals of the agenda a simple majority must be in favour of the proposals, cf. article 10.1. of the Articles of Association. ---o0o--- No later than 8 days prior to the general meeting this agenda with the complete proposals, the annual report for 2008 and the final liquidation accounts will be made available at the offices of the Company at Gorrissen Federspiel Kierkegaard, H.C. Andersens Boulevard 12, DK-1553 Copenhagen V, Denmark. The agenda with the complete proposals, the annual report for 2008 and the final liquidation accounts are also available at the website of the Company www.curalogic.com under “Investor Relations”. It is a prerequisite for access to and the exercise of voting rights at the general meeting that the shareholder has requested an admission card no later than on Monday the 20th April at 4:00 PM (CET). Shareholders who cannot attend the general meeting may exercise their rights by proxy to the liquidator or to a person appointed by the shareholder who attends the general meeting. An authorisation form for voting is available at VP Investor Services A/S or the Company. Any dividend and liquidation proceeds on shares are paid out via the Danish Securities Centre to the shareholders' accounts with the respective account holding institutions through which the financial rights are exercised, cf. the second sentence of section 73(5) of the Danish Companies Act. Curalogic A/S in liquidation The Annual General Meeting will be announced in the Danish newspaper Berlingske Tidende on April 6, 2009. For additional information, please contact: Attorney-at-law, Tomas Haagen Jensen, liquidator, Phone +45 33 41 41 92
Notice and Complete Proposal for the Annual General Meeting of Curalogic A/S in liquidation
| Source: Curalogic A/S