Notice is hereby given of the annual general meeting of William Demant Holding
A/S to be held at:
Kongebakken 9, DK-2765 Smørum
on Thursday, 26 March 2009, at 16:00
In accordance with Article 8.2 of the Articles of Association, the agenda is as
follows:
The directors' report on the Company's activities during the past financial
year.
The directors recommend that the report be adopted.
Presentation and adoption of the audited annual report, including the
consolidated financial statements.
The directors recommend that the annual report be adopted.
Resolution on the distribution of profit or loss as recorded in the adopted
annual report.
The directors propose that the profit of DKK 970 million be transferred to the
Company's reserves to the effect that no dividend will be paid.
Election of directors.
Under Article 11.2 of the Articles of Association, directors elected by the
general meeting are elected for one-year terms. At the annual general meeting in
2009, Mr Lars Nørby Johansen, Mr Peter Foss, and Mr Niels B. Christiansen stand
for re-election, while Mr Michael Pram Rasmussen does not stand for re-election.
The directors propose that Mr Thomas Hofman-Bang be elected as a new director.
Election of auditor.
It is proposed that Deloitte Statsautoriseret Revisionsaktieselskab be
re-elected.
Any proposals by the board of directors or the shareholders.
The board of directors has submitted the following proposals:
a) an amendment to the Articles of Association allowing electronic
communication with the shareholders of the Company;
b) a clarification of the provisions of the Articles of Association relating
to proxies;
c) the Company's acquisition of own shares;
d) authorisation of the chairman of the general meeting.
Any other business.
________
Elaboration on the proposals
Re agenda item 4
Mr Lars Nørby Johansen, Mr Peter Foss and Mr Niels B. Christiansen are up for
re-election. Their managerial posts appear from page 31 of the annual report.
Details on Mr Thomas Hofman-Bang's background:
Thomas Hofman-Bang (44 years) has since 2006 been the chief executive officer of
NKT Holding A/S, www.nkt.dk, where he started as group executive director, CFO
in 2000. He has a background as a state-authorised public accountant with
considerable experience from the management of major global businesses. Prior to
NKT he was employed with the Superfos Group for a number of years, including two
years with Superfos Construction in Alabama, US. Thomas Hofman-Bang started his
career as auditor employed with Ernst & Young in Denmark for 13 years. He
graduated as Master of Science (Business Administration, Accounting and
Auditing) in 1992 and as state-authorised public accountant in 1994.
Furthermore, Thomas Hofman-Bang is chairman of the board of directors of
NeuroSearch A/S.
Re agenda item 6a
The directors propose to make an amendment to the Articles of Association
allowing the company to communicate electronically with its shareholders. The
directors also propose that the requirement to give notice of general meetings
in nationwide daily papers be removed. The amendments will imply that Article
7.4 of the Articles of Association will be amended and that a new Article 15 on
electronic communication will be inserted.
The future wording of Article 7.4 will be as follows (amendments in bold):
"General meetings shall be convened by the board of directors giving not less
than eight days' and not more than four weeks' notice thereof by announcement in
the computer information system of the Danish Commerce and Companies Agency
("Erhvervs- og Selskabsstyrelsen"), and by regular post or e-mail, see Article
15, to all the registered shareholders upon request. The announcement may also
be made in a nationwide paper at the option of the board of directors. The
notice convening the general meeting shall contain the agenda of the meeting and
specify the essential substance of any proposed amendments to the Articles of
Association. If it is proposed to pass a resolution amending the Articles of
Association under section 79(1) or (2) of the Danish Public Companies Act
("aktieselskabsloven"), the notice convening the general meeting shall, however,
include the full text of the proposal, and shall be sent to all registered
shareholders by regular post or e-mail, see Article 15."
The wording of the proposed Article 15:
"15. Electronic communication
15.1. All communications from the Company to the individual shareholders may be
sent electronically by e-mail, and general information will be accessible to the
shareholders on the Company's website, www.demant.com, unless otherwise provided
by the Danish Public Companies Act. The Company may at any time choose to
communicate by regular post.
15.2. Notices convening annual and extraordinary general meetings, including the
full text of proposed amendments to the Articles of Association, the agenda,
subscription lists, annual reports, company information, admission cards and
other general information from the Company to the shareholders may thus be sent
by e-mail from the Company to the shareholders. Except for admission cards for
the general meeting, above documents will be accessible on the Company's
website, www.demant.com.
15.3. The Company shall ask registered shareholders to provide an e-mail address
to which notices, etc. may be sent. Each shareholder will be responsible for
ensuring that the Company has received the correct e-mail address.
15.4. On the Company's website, www.demant.com, the shareholders may find
additional information about the system requirements and about the procedure for
electronic communication."
Re agenda item 6b
The directors propose that Article 9.5 of the Articles of Association relating
to proxies at general meetings be clarified to reflect the Danish Public
Companies Act. The update is made by adding the following to Article 9.5:
"If issued to the board of directors, however, an instrument of proxy shall be
valid for one particular general meeting only, the agenda for which must be
known in advance. The Company shall provide the shareholders with a written or
electronic proxy form, which may be issued to either the board of directors or a
third party."
Re agenda item 6c
It is proposed that the board of directors be authorised until the next annual
general meeting to arrange for the Company to purchase own shares of a nominal
value of up to 10% of the share capital. The purchase price for the shares shall
not differ by more than 10% from the price quoted on Nasdaq OMX Copenhagen A/S
at the time of the acquisition.
Re agenda item 6d
It is proposed that the chairman of the general meeting be authorised to make
such additions, alterations or amendments to or in the resolutions passed by
the general meeting and the application for registration thereof to the Danish
Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) as the Agency may
require for registration.
________
Any resolution in accordance with the proposals under agenda items 6 a) and b)
will require that not less than 51% of the share capital is represented at the
general meeting and that the resolution is passed by not less than two thirds of
both the votes cast and of the voting share capital represented at the meeting,
see Article 10.3 of the Articles of Association and the provisions in Article
10.4 on the convening of a new extraordinary general meeting. A resolution in
accordance with the proposal under agenda item 6 a) will further require that
shareholders representing 25% of the Company's total voting share capital do not
vote against the resolution.
The agenda of the general meeting, the full text of all proposals and the
audited annual report, including the consolidated financial statements for 2008
will be made available for inspection by the shareholders at the Company's
office at Kongebakken 9, DK-2765 Smørum, on 17 March 2009 at the latest. The
documents will also be sent to any registered shareholder upon request.
Any shareholder will be entitled to attend the general meeting if, on or before
Monday 23 March 2009, he requests an admission card for himself and for any
adviser accompanying him to the meeting. Ballot papers will be provided together
with the admission cards. It should be noted that shareholders will only be
entitled to attend the general meeting if they have obtained admission cards in
advance.
Admission cards may be obtained by contacting I-nvestor Danmark A/S, Kongevejen
418, DK-2840 Holte (or by fax +45 4546 0998), by written request to the
Company's office, or by enquiry in person at Kongebakken 9, DK-2765 Smørum on
weekdays between 12:30 and 14:30. Admission cards and ballot papers will then be
sent by post.
Admission cards and ballot papers will be issued to holders of registered shares
upon receipt of information from the shareholders, in the order form or
otherwise, on the nominal value of their shares. Admission cards will be issued
to holders of unregistered shares who can produce a transcript not older than
five days from the VP Securities Services (Værdipapircentralen) or from the
account-holding bank (custodian bank) as evidence of their shareholding. The
transcript must be accompanied by a written statement that the shares have not
been and will not be transferred to any third party before the general meeting.
All shareholders entitled to admission whose shares are registered in the
register of shareholders will be entitled to vote. Each shareholder will
together with the admission card receive a ballot paper indicating the number of
votes to which the shareholder is entitled.
The Company's share capital is DKK 58,956,257, divided into shares of each DKK 1
or any multiple thereof, see Article 4.1 of the Articles of Association. Each
share of DKK 1 shall carry one vote, see Article 9.1 of the Articles of
Association.
________
Before the general meeting, coffee and cake will be served from 15:00. Car
parking spaces have been reserved at the main entrance, and there will be
regular bus transport to and from the nearby Kildedal S-train station.
We draw your attention to the fact that the entire general meeting will be shown
live on the Company's website. Thus, by entering www.demant.dk shortly before
16:00 you will get live coverage of the entire proceedings of the general
meeting. Subsequently, the coverage of the general meeting will be available on
the Company's website.
________
Further information:
Phone +45 39 17 71 00
www.demant.com
Contact:
Niels Jacobsen, President & CEO
Other contacts:
Stefan Ingildsen, Vice President, Finance & IR
Søren B. Andersson, IR Officer
