NASDAQ OMX Copenhagen
Nikolaj Plads 6
DK-1007 Copenhagen K
2 April 2009
Announcement No. 8
Annual General Meeting 2009
The annual general meeting of NKT Holding A/S was held on Thursday 2 April 2009
cf. announcement no. 6, to NASDAQ OMX Copenhagen dated 18 March 2009.
The general meeting approved the annual report containing the reviews of the
Management, the consolidated accounts and the audited annual accounts of the
parent company, as well as the auditors' and the Management's reports. The
general meeting duly discharged the Board of Directors and the Management for
the year 2008.
The Board of Directors' proposal that this year's profits are transferred to
the distributable revenues and consequently no dividends will be distributed,
was adopted.
The Board of Directors' proposal that the remuneration to the Board of
Directors for 2009 is temporary reduced by 10% compared to remuneration for
2008 due to the decline in the economy, meaning 540,000 DKK to the Chairman,
405,000 DKK to the Deputy Chairman, and 270,000 DKK to each of the other
members, was adopted.
The Board of Director's proposal that the chairman of the audit committee is
remunerated with 200,000 DKK, and the other member is remunerated with 100,000
DKK, was adopted. However, it was clarified that the remuneration for 2009 was
also temporarily reduced by 10%, meaning a remuneration of 180,000 DKK and
90,000 DKK respectively.
Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,
president and CEO Jens Maaløe, CFO Jens Due Olsen and CEO Lone Fønss Schrøder
were all re-elected as members of the Board of Directors.
KPMG Statsautoriseret Revisionspartnerselskab was elected as sole auditor of
the company.
The following changes to the articles of association of the company were
adopted at the general meeting:
Amendment of articles 3 (2), 4 (1) and 7(2) of the Articles of Association
The Board of Directors´ proposal regarding update of articles 3(2), 4(1) and
7(2) of the articles of association due to the decision by the Danish
Securities Centre to change its name to VP Securities A/S was adopted. Thus the
word the “Danish Securities Centre” is changed to “VP Securities” in the
above-mentioned articles.
Amendment of articles 3 (4) of the Articles of Association
The Board of Directors´ proposal regarding update of article 3(4) of the
articles of association due to the decision by VP Investor Services A/S to
change its address from Helgeshøj Allé 35, 2630 Taastrup, to Weidekampsgade 14,
DK-2300 Copenhagen S was adopted.
Thus the wording of article 3(4) of the articles of association is as follows:
“The shares of the Company are registered to bearer, but may be registered in
the name of the holder in the Company's register of shareholders. The Company's
register of shareholders is maintained by an external registrar, VP Investor
Services A/S (VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen S.”
Amendment of articles 5 (8) of the Articles of Association
The Board of Directors´ proposal regarding update of article 5(8) of the
articles of association was adopted.
Thus article 5(8) of the articles of association is replaced by the following:
“The Company has decided that the complete annual report shall only be
forwarded to the shareholders in electronic form. The annual report will be
published on the Company's website www.nkt.dk and will be forwarded by
electronic mail to any registered shareholders who have requested it and
informed the Company of their e-mail address. The procedure for sending the
report by e-mail and any special system requirements necessary will be
published on the Company's website.”
Own shares
The general meeting authorised the Board of Directors for the period until the
next ordinary general meeting to arrange for an acquisition by the company of
own shares representing a nominal value up to 10 per cent of the share capital.
The purchase price for such shares shall not deviate more than 10 per cent from
the price quoted on NASDAQ OMX Copenhagen at the time of acquisition. The price
quoted at the time of acquisition means closing price of NASDAQ OMX Copenhagen
- all transactions at 5 pm.
Authorisation to the chairman of the meeting
The chairman of the meeting was authorised to make such changes and amendments
to the decisions made at the general meeting and the registration with the
Danish Commerce and Companies Agency as may be required by the Danish Commerce
and Companies Agency in connection to the registration of the decisions made.
* * *
At a meeting of the Board of Directors held after the general meeting,
Attorney-at-law Christian Kjær was elected chairman of the Board of Directors
and Mayor Jan Trøjborg was elected deputy chairman.
Yours faithfully
NKT Holding A/S
Christian Kjær
Chairman of the Board of Directors
The Chairman's full report is available at www.nkt.dk
