Agenda:
1. Election of chairman of the meeting
2. Management's review
3. Presentation of the annual report
4. Approval of annual report, including decision on decharge for executive and
supervisory boards as well as decision on distribution of profit or covering of
losses according to the approved annual report
The board suggests no dividend to be paid for the 2008/2009 financial year
5. Election of supervisory board members
According to the articles of association the supervisory board members elected
at the general meeting must be re-elected on an annual basis. We suggest
re-election of Svend Sigaard, Ebbe Jacobsen and Christian Majgaard
6. Appointment of auditors
The board recommends reappointment of PricewaterhouseCoopers, state authorised
public accountant
7. Suggestions from the board:
7.1 Granting the supervisory board authority - before the next ordinary general
meeting - buy back up to 10% of the company's share capital referring to
article 48 of the Danish Companies Act
7.2 Granting the supervisory board authority - before the next ordinary general
meeting - to perform an increase of the share capital up to 9.99% for cash by
means of a direct issue of new class B-shares and without pre-emption right
for present shareholders
7.3 Granting the supervisory board authority, valid until next annual general
meeting, to raise loans, once or several times, in return for the issue of
convertible bonds, waiving any rights of pre-emption held by existing
shareholders. The convertible loans may not exceed the sum of DKK 13,000,000.
The supervisory board will determine the terms governing such convertible
loans, for instance, loan terms, terms and conditions of converting loans and
the matters outlined in section 41a of the Danish Companies Act.
The authority granted the supervisory board in connection with the
implementation of the conversion includes powers to increase the group's share
capital through the issue of new Class B shares. This authority will be valid
until five years after the
the issue of the bonds
7.4 Proposal for an amendment of the Articles of the company:
a. article 3, Section. 2 - the word 'Værdipapircentralen' changes into 'VP
Securities A/S'
b. article 3, last section - the words 'Værdipapircentralen, Helgeshøj Allé
61, 2630 Tåstrup' change into 'VP Investor Services A/S, Weidekampsgade 14,
P.O. Box 4040, 2300 København S'
c. article 6, section 2 - the word 'Værdipapircentralen' changes into 'VP
Securities A/S'
d. article 7 C - the word 'Værdipapircentralen' changes into 'VP Securities
A/S'
e. article 8, section 5 - the word 'Statstidende' changes into 'Erhvervs- og
Selskabsstyrelsens edb-informationssystem'
7.5 The supervisory board recommends to the company in general meeting that the
chairman of the meeting be authorised to make such changes or additions to the
resolutions passed at the general meeting as may be required by the Danish
Commerce and Companies Agency in connection with the registration of the
changes adopted.
8. Any other business
