ANNUAL GENERAL MEETING
The annual general meeting of BoConcept will be held on Wedneday 25 August 2009
at 4 p.m. at the company's office at Mørupvej 16, DK-7400 Herning (Base Camp).
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 2009/2010 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.
Svend Sigaard stands down.
The supervisory board proposes the re-election of Ebbe Jacobsen and Christian
Majgaard.
Furthermore, the supervisory board proposes the election of Rolf Eriksen to the
supervisory board. Rolf Eriksen, born 1944, held the position of marketing
manager with Anva in the period from 1966 to 1984, the position of country
manager with H&M, Denmark/Sweden, from 1985 to 2000, and the position of
president and chief executive officer with H&M in the period from 2000 to 2009.
6. Appointment of auditors
The board recommends reappointment of PricewaterhouseCoopers, state authorised
public accountant
7. Suggestions from the board:
Amendments to the articles of association
The supervisory board proposes the amendment of the company's articles of
association. The proposed amendments are primarily a result of amendments in
company legislation. The most important amendments are set out below. Please
note that the complete proposals contain additional proposed amendments to the
articles of association:
7.1 This item only relates to terminological changes in Danish that are not
reflected in this English version.
7.2 In article 7 B of the articles of association a new authority to issue
subscription rights is proposed:
'On 25 August 2010 the general meeting authorised the supervisory board to
issue subscription rights which may confer the right on the holder to subscribe
for Class B shares in a nominal amount not exceeding DKK 2,000,000 (200,000
Class B shares). The authority is valid till 30 April 2013. The subscription
rights may only be granted members of the supervisory and executive boards and
other managers. The authority may only be exercised when issuing subscription
rights that confer on the holder the right to subscribe for Class B shares at
the market price at the time of issue at a maximum discount of 10%.'
7.3 In article 7 C of the articles of association the insertion of a new
sub-article 2 is proposed:
'On 25 August 2010 the shareholders in general meeting authorised the
supervisory board to increase the share capital by issuing new Class B shares
in a nominal amount not exceeding DKK 2,000,000 (200,000 shares). The authority
is valid till 30 September 2013. The capital can only be increased by means of
a cash contribution. The capital increase can only be implemented by the
executive board, the supervisory board or other selected managers exercising
the subscription rights they have been granted in the period from 26 August
2010 to 30 June 2013. The new Class B shares are negotiable instruments
registered through VP Securities A/S and issued to bearer, but may be
registered in the name of the holder. No restrictions shall apply to the
negotiability of the shares. No shareholder shall be obliged to have his or
her shares redeemed, wholly or in part.'
7.4 Below follow the most important changes to article 8 of the articles of
association:
Paragraph 4, first limb, is to be changed thus: 'Extraordinary general meetings
shall be held as decided by the general meeting or the supervisory board or
upon the request of the auditor of the company or by shareholders who together
represent at least 5% of the share capital.'
New paragraph: Not later than eight weeks before the date prior to the
scheduled annual general meeting the company shall publish the date of the
general meeting and the date of the deadline for shareholders requesting that a
certain item be placed on the agenda. The deadline for submitting items to be
placed on the agenda may not be earlier than six weeks prior to the annual
general meeting.'
New paragraph: 'The notice convening the general meeting must also be posted at
the company's website.'
The notice convening the general meeting must also be published in a stock
exchange announcement to Nasdaq OMX Copenhagen A/S. The stock exchange
announcement must contain any resolutions proposed by the supervisory board
that may have an effect on the price of the shares. The publication of the
stock exchange announcement must coincide with the publication of the notice to
the shareholders.
'Notice of the meeting shall be given at least two weeks and not more than five
weeks before the meeting is held.'
7.5 In article 9 of the articles of association the deadline for submitting the
agenda and
complete proposals to the shareholders is changed from eight days to two weeks.
Furthermore, the last paragraph is to be deleted and replaced by the following:
'Furthermore, for a continuous period of at least three weeks, commencing not
later than three weeks prior to the general meeting, the company shall make the
following information available to the shareholders at its website: the notice
convening the general meeting, the total number of shares and voting rights at
the date of the notice, including the total number by share class, any
documents to be submitted at the general meeting, the agenda, the complete
proposals and forms to be used for voting by proxy or post.'
7.6 In article 10(2) of the articles of association, insert '.. and that proves
that registration of the said shareholder has taken place not later than one
week before the general meeting.
7.7 Adoption of revised incentive scheme guidelines
The supervisory board proposes the following revised general incentive scheme
guidelines for the supervisory and executive boards and other selected
BoConcept Holding A/S managers; the guidelines having been drafted in
accordance with section 139 of the Danish Companies Act:
- The supervisory and executive boards and other selected managers of the
group, at present some 30 to 40 persons, as well as other selected, future
newly employed managers are to be covered by the incentive scheme
- The remuneration to be included in the incentive scheme is subscription
rights to Class B shares in BoConcept Holding A/S. Shares to be applied for the
purpose of the incentive scheme are to be procured via the subscription of new
shares
- The incentive scheme is made up of Class B shares, the reason for this being
that BoConcept Holding A/S finds it constructive and value-adding to bring the
supervisory and executive boards as well as selected, managers closer to the
company
- A subscription right entails the right to subscribe for one Class B share of
nominally DKK 10.00
- The maximum number of subscription rights that may be issued is 25,000 Class
B shares for the supervisory board and maximum 20,000 Class B shares for the
executive board. The allotment of subscription rights may take place in several
sittings. Partly in the course of the coming 12 months for the supervisory and
executive boards as well as selected managers, and partly on subsequent dates
before 30 April 2013 for persons becoming entitled at a later stage
- The main condition for allotting the subscription rights is that the company
will benefit from drawing the specific key employees closer to the company. It
is a further condition that the persons enjoying the incentive scheme are
employed by BoConcept Holding A/S or a consolidated company or that they are
members of the supervisory board of the company or a consolidated company as of
the allotment date
- For each of the years 2010/2011 and 2011/2012 the allotment may be effected
in the form of a pool of one fourth and for 2012/2013 a pool of half of all the
subscription rights
- The subscription rights allotted may only be exercised by subscribing for
Class B shares if the company's strategic plans for the years 2010/2011,
2011/2012 and 2012/2013 are realised measured on the basis of net income before
financing
- If the goal for a specific year is not fully achieved, the right to exercise
the subscription rights allotted will be graded
- The exercise price is to be determined at the Nasdaq OMX Copenhagen closing
price as of the date of allotment of the subscription rights. A discount of
max. 10% is to be granted on the closing price applied
- The subscription rights allotted may not be exercised by the parties until
the publication of the annual report for 2012/2013 at the earliest and no later
than 30 September 2013
- Based on the closing price as of 28 July 2010 the value of the individual
subscription right of nominally DKK 10 comes to DKK 56.38 calculated on the
basis of the Black-Scholes model. If the value is measured on all the proposed
200,000 subscription rights, they come to a total value of DKK 11.3 million
The following elements have been applied using the Black-Scholes pricing model:
- Market price DKK 192.00
- Exercise price DKK 172.80
- Volatility 65.3% based on 36 months' historical observations
- Risk-free interest 1.4% corresponding to the interest on Danish government
bonds having the same life as the subscription rights
The proposal implies that the above is included in the company's articles of
association.
The adoption is to be inserted in subsection 2 of section 7 A of the company's
articles of association.
7.8 Registration
It is proposed 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
The notice convening the general meeting, the agenda, the company's 2009/2010
annual report with consolidated financial statements, the complete proposals,
stating the total number of shares and voting rights, including the total
number by share class and the forms to be used for voting by post or proxy will
be open for inspection by the shareholders at the company's office in Herning
from 4 August 2010 and will also be posted at the company's website at
www.boconcept.com.
Share capital, voting rights and custodian bank
The company's share capital consists of shares corresponding to DKK 28,621,190,
in denominations of DKK 10 and multiples hereof. The company's share capital
amounts to Class A shares for DKK 2,400,000 and Class B shares for DKK
26,221,190. The Class A shares carry ten votes for each Class A share of DKK
10, and the Class B shares carry one vote for each Class B share of DKK 10.
Any shareholder may attend the general meeting provided that he has obtained an
admission card three days prior to the date of the general meeting, either from
the company's office or from another place stated in the notice and on
presentation of proof of his shares or reference to registration in the name of
the holder or other evidence of his shareholding.
Shareholders are entitled to vote at the company's general meeting provided
that their shareholding has been registered not later than three days prior to
the general meeting.
Voting may also be by proxy or post for which a specific form is required. The
forms must accompany the notice convening the general meeting. Postal votes
must reach BoConcept Holding not later than three days prior to the general
meeting.
The shareholders exercise their financial rights through their own custodian
bank.
Admission card can be ordered by 23 August 2010 at the latest - please contact
the company, tel. +45 7013 1366.
BoConcept Holding A/S
Svend Sigaard
Chairman of the supervisory board
