The Board of Directors hereby convenes to annual general meeting in FirstFarms A/S, CVR: 28 31 25 04. The annual general meeting will be held on Tuesday 20 April 2010 at 5 p.m. in:
Conference centre Hotel Legoland, Aastvej 10B, DK-7190 Billund
Agenda:
1. Report on the company's activities
2. Presentation and adoption of the annual report with auditor's report for approval and discharge of the Board of Directors from their obligation, having adopted the accounts
3. Decision about utilisation of profit or covering of loss according to the approved annual report
4. Election of Board members
5. Election of auditor
6. Proposals from the Board of Directors and the shareholders
a. Necessary changes of the Articles of Association as a
consequence of the new Companies Act
b. Other changes of the Articles of Association as a
consequence of the new Companies Act
c. Additional changes of the Articles of Association
d. Authorisation to acquire own shares
e. Authorisation to the chairman of the meeting
7. Any other business
Ad 4 All Board members are up for election. The Board of Directors
proposes that Henrik Hougaard, Lars Thomassen, Kjeld Iversen, Jens
Møller and Per Villumsen are re-elected.
Ad 5 The Board of Directors proposes re-election of KPMG Statsautoriseret Revisionspartnerselskab as the company's auditor.
Ad 6.a Necessary changes of the Articles of Association as a consequence of the new Companies Act. The Board of Directors proposes the following:
1. In the Articles of Associations' item 5.4, and appendix 6.1(a) item 6.2 (iii) "register of shareholders" is changed to "owner book" and "registrar" is changed to "owner book registrar".
2. In the Articles of Associations' item 6., 6.1, 6.2 and 6.5 the Danish words for warrants ("aktietegningsoptioner" and "aktietegningsoptionerne") are changed to "warrants".
3. In the Articles of Associations' item 6.1, 6.2, 6.3 and appendix 6.1(a) item 3.5, 4.2 and 4.7, references to the previous Companies act are changed to references to the new Companies Act.
4. In the Articles of Associations' item 7.2 the present wording is changed, and the needed owner share to convene extraordinary general meetings are reduced from one tenth to 5 percent.
5. In the Articles of Associations' item 7.3 the present wording is changed and the notice to convene is prolonged to no more than 5 weeks and no less than 3 weeks.
6. In the Articles of Associations' item 7.5 the present wording is changed regarding the content of the convening notice to general meetings.
7. In the Articles of Associations' item 7.6 the present wording is changed. The proposal entails that at least 3 weeks before the general meeting, the notice to convene, the total number of shares and voting rights on the date of the notice, the documents to be presented on the general meeting, the agenda and the complete proposals and also forms for voting by power of attorney and written voting are made available on the company's website.
8. As new item 7.9 in the Articles of Association, a clause is entered that proposal from shareholders for consideration on the ordinary general meeting shall be submitted in writing at least 6 weeks before the general meeting.
9. In the Articles of Associations' item 8, item 8.3 becomes new item 8.1, and the Articles of Associations' item 8.1 - 8.2 regarding right to attend and right to vote are substituted by new items 8.2 - 8.7. The proposal entails the following changes:
-implementation of a registration date, which is 1 week before the general meeting. The registration date is the date where a shareholders' right to attend and right to vote is determined
-change of deadline for request for admission card from 5
days to 3 days
-implementation of possibility that agents can attend with an adviser on general meetings, and
-implementation of possibility to cast written postal vote to
the Board of Directors
Ad 6.b Other changes of the Articles of Association as a consequence of the new Companies Act. The Board of Directors proposes the following:
1. The Articles of Associations' item 2 regarding registered office is deleted, as there is no longer demand for specification of the company's registered office in the Articles of Association. The subsequent items in the Articles of Association and references hereto are changed in consequence.
2. In the Articles of Associations' item 7.4 the wording regarding notice to convene general meeting is changed. The proposal entails that publication of the notice to convene in a national newspaper is changed to publication on the company's website www.firstfarms.com.
Ad 6.c Additional changes of the Articles of Association. The Board of Directors proposes the following:
1. In the Articles of Associations' item 5.3 " Danish Securities Centre " is changed to "VP Securities A/S" in consequence of name change.
2. In the Articles of Associations' item 5.4 "I-NVESTOR DANMARK A/S" is changed to "Computershare A/S" in consequence of name change and the address is altered.
For all proposals under item 6.a - 6.c, it is noticed that they will be renumbered, if the proposal about deleting the Articles of Associations' item 2, cf. item 6.b.1 above, is adopted.
Ad 6.d The Board of Directors proposes that the Board of Directors is authorised, in the period until the next annual general meeting, to let the company acquire own shares within a total nominal value of 10 % of the company's share capital at a price that must not deviate more than 10 % from the price quoted at the time of such purchase on NASDAQ OMX Copenhagen A/S.
Ad 6.e The Board of Directors proposes that the chairman of the meeting with substitution right is given authorisation to report the adopted amendments and undertake the amendments in the adopted, which the Danish Commerce and Companies Agency, VP Securities A/S, NASDAQ OMX Copenhagen A/S or other authorities might demand or request carried out as condition for registration or approval.
The proposals under item 1 - 5 and 6.d - 6.e can be adopted by simple majority of votes. The proposals under item 6.a can be adopted by one single shareholder. The proposals under the items 6.b - 6.c can be adopted by 2/3 of the casting votes as well as the voting share capital represented on the annual general meeting.
Any shareholder, who has informed the company of its participation at the latest Thursday 15 April 2010, and has received an admission card, is entitled to, personally or by power of attorney, to participate in the annual general meeting. Admission card is issued to the registered shareholder in the company's register of shareholders or by showing a statement, not older than 5 days, from The Securities Centre or from an accounting financial institution.
Enrolment and reservation of admission card to the annual general meeting must be submitted on the company's website www.firstfarms.com or received by Computershare A/S, Kongevejen 418, DK-2840 Holte, phone number +45 45 46 09 99 at the latest Thursday 15 April 2010. Power of attorney must be submitted on the company's website within the same deadline.
A shareholder or an agent can attend together with an adviser, when it has been registered in advance as mentioned above.
The agenda, the complete proposals and the annual report with auditor's report is available for inspection to the shareholders up until the annual general meeting on the company's office, Aastvej 10B, DK-7190 Billund and will also be available on the company's website www.firstfarms.com. The documents are at the same time forwarded electronically to each registered shareholder, who has requested it.
At the time of the notice, the company's nominal share capital amounts to DKK 47,122,410 distributed on 4,712,241 shares of DKK 10. Every share amount of nominal DKK 10 gives 1 vote.
After the annual general meeting, a sandwich will be served.
April 2010
The Board of Directors
