COPENHAGEN, Denmark, April 24, 2002 (PRIMEZONE) -- ISS A/S announces that an Extraordinary General Meeting will be held on Tuesday, May 7, 2002 at 10 p.m. at the Company's head office in Copenhagen, Denmark, to obtain final approval of proposal to amend the Articles of Association.
Notice is hereby given that an Extraordinary General Meeting of the Company will be held on Tuesday, May 7, 2002 at 10 a.m. at the Company's head office at 30, Bredgade, 1260 Copenhagen K, Den-mark, for the transaction of the following business:
1. Final approval of the proposals mentioned under agenda item No. 6
for the Annual General Meeting concerning amendments of the
Articles of Association (cf. what occurred at the Annual General
Meeting on April 23, 2002).
a) Section 10 (1) is amended to read as follows:
"The annual general meeting shall be held before the end of
the month of April."
b) (i) Section 10 (3) No. 2 is amended to read as follows:
"Presentation of the audited annual report for adoption."
(ii) A new section 10 (3) No. 3 is proposed of the following
wording:
"Resolution to exempt the Board of Directors and
Board of Management from liability".
The existing section 10 (3) No. 3 thus becomes section
10 (3) No. 4 which is amended to read as follows:
"Resolution regarding application of the profits or
covering of the losses according to annual report
adopted."
(iii) In section 12 (2) the words "the annual accounts and
consolidated accounts duly provided with the auditors'
report and annual report" are replaced with "audited
annual report."
(iv) In section 18 the words "annual accounts" are re-placed
with "annual report."
c) Section 12 (1) 1 sentence is amended to read as follows:
"All general meetings shall be convened at no more than four
weeks' and not less than eight days' notice in a newspaper
of national coverage."
d) Section 15 (1) is amended to read as follows:
"Resolutions shall be passed by a simple majority of votes,
unless otherwise provided in the Articles of Association or by
law. The passing of resolutions amending these Articles of
Association or dissolving the Company shall, however, be
subject to no less than two thirds of the votes cast as well as
of the share capital represented at the general meeting and
eligible to vote being in favor of the resolution."
Section 15 (2) is deleted.
e) Authorizations to the Board of Directors:
Proposal that the Board of Directors during the period up to
and including April 23, 2007 be granted new authorizations:
(i) to issue employee shares of up to DKK 8,000,000 par
value (400.000 shares) - to be inserted in the Articles
of Association as a new section 5 (3) to the effect that
the existing section 5 (3) be renumbered section 5 (4).
(ii) issue warrants for subscription of ISS shares of up to
DKK 8.000.000 par value (400.000 shares). Beneficiaries
will be individual members of the Board of Directors,
managers and particularly qualified employees
in the ISS Group. The authorization shall further
include the right to increase the share capital when
the warrants are exercised - to be inserted in the Articles
of Association as section 6 (6).
2. Any other business.
The Extraordinary General Meeting is being convened on the grounds that at the Annual General Meeting on April 23, 2002, where the proposals to amend the Articles of Association were approved with the necessary majority required by section 15 of the Articles of Association, less than one half of the share capital was represented. Regardless of the size of the share capital represented at the Extraordinary General Meeting, the proposals may be finally adopted at this meeting with qualified majority.
The complete proposals together with admission cards and voting papers for use at the Extraordinary General Meeting can be collected against proper identification in the reception at the Company's address: 30 Bredgade, 1260 Copenhagen K, Denmark from April 29, 2002 to May 3, 2002 (both days inclusive) and on May 6, 2002, all days from 9.00 a.m. to 12:00 noon and from 1 p.m. to 3 p.m.
Article 14 of the Company's Articles of Association applies in respect of right of admission and exercise of voting rights.
Queries in connection with the above can be directed to Michael Rosenvold, Vice President (Investor Relations), Carsten Rich, General Counsel or Karsten Poulsen, Executive Vice President (Corporate Treasury) on phone +45 38 17 00 00.