NOTICE CONVENING THE ANNUAL GENERAL MEETING OF TK DEVELOPMENT A/S
to be held on 25 May 2009, at 4 p.m. at Hotel ‘Hvide Hus', Vesterbro 2, DK-9000
Aalborg.
The agenda
1.
The Supervisory Board's report on the Company's activities in the past
financial year.
2.
The presentation of the Annual Report, duly provided with the auditors' report,
together with a motion for its adoption.
3.
A resolution proposing the application of profits or the covering of losses.
The Supervisory Board proposes that no dividends be distributed for the 2008/09
fi-nancial year.
4.
Consideration of any proposals from the Supervisory Board and proposals from
share-holders.
A.The Supervisory Board proposes the following resolutions:
4.a.1
that the Supervisory Board be authorized to acquire treasury shares for an
amount corresponding to up to 10 % of the share capital;
1. that any such acquisition of treasury shares may take place at the
officially listed price at the date of acquisition +/-10 %; and
2. that any such authorization is to be granted for a period of 18 months as
from the date of the appropriate resolution being passed at the General
Meeting.
The adoption of the proposed resolution is subject to an ordinary majority of
votes among the shareholders present and entitled to vote.
4.a.2
that Article 2(3) be altered with regard to the Company's registrar of
shareholders. Thus, the provision is proposed to be worded as follows:
"The Company's Register of Shareholders shall be kept by VP Investor Services
A/S, Weidekampsgade 14, DK-2300 Copenhagen S.”
The resolution is proposed because of a change of address.
that the following provisions of the Articles of Association be altered:
Article 2(7),
Article 2 B(6), last sentence,
Article 2 B(8), last sentence,
Article 2 C(6), last sentence, and
Article 2 C(8), last sentence,
such that the provisions be worded as follows:
“The shares shall be registered with VP Securities A/S, Weidekampsgade 14,
P.O. Box 4040, DK-2300 Copenhagen S.”
In Article 2(8), the first sentence, ”VP Securities Services” shall be altered
to “VP Securities A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S”.
The resolution is proposed because of a change of name.
that the following provisions of the Articles of Association be altered:
Article 2 B(7), paragraph 8,
Article 2 C(7), paragraph 16,
such that
in these provisions ”the Copenhagen Stock Exchange” be altered to ”NASDAQ OMX
Copenhagen A/S”.
The resolution is proposed because of a change of name.
Pursuant to Article 6 of the Articles of Association, the adoption of the
proposed resolutions is subject to the affirmative votes of not less than
two-thirds of the votes cast as well as of the voting stock represented at the
General Meeting.
B. No proposals have been submitted for consideration by shareholders.
5.
Election of members to the Supervisory Board.
It is proposed that the Supervisory Board remains composed of six members.
Poul Lauritsen, Torsten Erik Rasmussen, Per Søndergaard Pedersen, Kurt Daell,
Jes-per Jarlbæk and Niels Roth are all prepared to stand for re-election.
Profiles of Supervisory Board members who are prepared to stand for
re-election are available in the 2008/09 Annual Report.
6.
Election of auditors.
7.
Any other business.
With reference to section 73(5) of the Danish Public Limited Companies Act, the
Com-pany discloses the following:
The Company's share capital amounts to DKK 560,876,200.00. The share capital is
di-vided into shares in the denomination of DKK 1.00 or multiples thereof (the
current denomination of the shares is DKK 20.00).
With respect to voting rights at the General Meeting, Article 4 of the Articles
of Association provides as follows:
Each share amount of DKK 1.00 shall confer one vote on the holder. The voting
right may by exercised pursuant to a written and dated instrument of proxy.
Such instrument of proxy may not be issued for a period of more than one year.
A shareholder shall only be entitled to exercise his voting right on shares at
General Meetings if he has caused an entry to be made of his holding in the
Register of Shareholders no later than eight days before the relevant General
Meeting, or, within the same time limit, has filed notification and proof of
his holding.
We enclose a form to be used for ordering admission cards and a proxy form. You
may order admission cards until Wednesday, 20 May 2009 at 3 pm, from VP
Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S,
at tel. +45 4358 8892 or by fax +45 4358 8867. A ballot paper will be submitted
together with the admission card.
This Convening Notice, the new draft Articles of Association and the Company's
au-dited Annual Report for the period ending on 31 January 2009 together with
the Con-solidated Financial Statements are available for inspection by
shareholders at the Company's office at Vestre Havnepromenade 7, DK-9000
Aalborg, from Wednesday, 13 May 2009, and copies can also be obtained from that
date.
Aalborg, 12 May 2009
TK DEVELOPMENT A/S
On behalf of the Supervisory Board
Poul Lauritsen
Chairman of the Supervisory Board
