Auriga Industries A/S, Harboøre, Denmark, 2012-03-14 16:20 CET (GLOBE NEWSWIRE) --
Company announcement no. 3/2012
March 14, 2012
ANNUAL GENERAL MEETING IN
AURIGA INDUSTRIES A/S
WEDNESDAY, APRIL 11, 2012, at 2 pm CET
The Annual General Meeting, cf. Article 8.1 of the Articles of Association, will be held at the company’s offices, Thyborønvej 78, 7673 Harboøre, Denmark.
Agenda of the Annual General Meeting pursuant to Article 12 of the Articles of Association:
1.
Report by the Board of Directors on the company’s activities in the past financial year.
2.
Presentation of the annual report for 2011 with auditor’s report for adoption, including resolution about the discharge of the obligations of the Executive Board and the Board of Directors and approval of the remuneration for the Board of Directors.
3.
Resolution concerning the appropriation of profits or cover of losses in accordance with the adopted annual report.
The Board of Directors proposes that no dividend be paid for 2011. The background is a wish to reduce the company’s debt and safeguard future development opportunities for the purpose of long-term value creation.
4.
Election of members to the Board of Directors.
It is proposed that the following members of the Board of Directors elected by the Annual General Meeting be reelected:
Jens Due Olsen, Jutta af Rosenborg, Lars Hvidtfeldt, Karl Anker Jørgensen and Torben Svejgaard.
Povl Krogsgaard-Larsen is retiring from the Board of Directors, cf. Article 14 of the Articles of Association.
The Board of Directors proposes that Jørgen Jensen be elected new member of the Board of Directors. A presentation is enclosed in Annexe 1.
Information on the background and competencies of the individual board members is available on the Auriga website – www.auriga-industries.com.
5.
Appointment of auditor.
The Board of Directors proposes the reappointment of Deloitte Statsautoriseret Revisionspartnerselskab.
6.
Any proposals submitted by the Board of Directors or by shareholders:
6.1.
On January 1, 2012, the Danish Commerce and Companies Agency changed its name to the Danish Business Authority. The Board of Directors therefore proposes that “the Danish Commerce and Companies Agency” be replaced by “the Danish Business Authority” in Articles 8.1 and 8.3 in the Articles of Association.
6.2.
The Board of Directors requests that, in the period up until the next Annual General Meeting, the company be authorised to acquire treasury shares with a nominal value of up to 10% of the share capital, the price of acquisition of such treasury shares not deviating by more than 10% from the market price applicable at any time.
Majority
The resolution in item 6.1 requires adoption by at least two thirds of both the votes cast and of the voting share capital represented at the annual general meeting. All other resolutions on the agenda may be adopted by a simple majority of votes.
Share capital and number of votes
The company's share capital of DKK 255 million is divided into Class A shares with a nominal value of DKK 75 million and Class B shares with a nominal value of DKK 180 million. Each Class A share with a nominal value of DKK 10 carries 10 votes, while each Class B share with a nominal value of DKK 10 carries 1 vote.
The voting rights of a shareholder can be exercised if the shareholder has obtained an admission card in due time and is registered in the company’s Register of Shareholders on the registration date of April 4, 2012 or if the shareholder has reported and documented his acquisition of shares in the company at this time with a view to registration in the Register of Shareholders, cf. Article 10.1 of the Articles of Association.
Admission cards and proxies
Shareholders who wish to attend the Annual General Meeting must request admission cards no later than on Saturday, April 7, 2012.
Admission cards can be ordered via the InvestorPortal on Auriga’s website www.auriga-industries.com (link on the front page) or by contacting the Executive Administrative Office (email: executiveoffice@auriga.dk or on tel. +45 70 10 70 30 on business days between 9.00 am and 4.00 pm).
You can also print your admission card yourself. Admission cards which have not been printed by 12 o’clock noon (CET, Danish time) on Tuesday, April 3, 2012 at the latest will be sent by ordinary mail to the address registered in Auriga’s Register of Shareholders.
Shareholders registering after 4.00 pm CET on April 4, 2012 will be handed an admission card on arrival at the Annual General Meeting.
Shareholders who expect to be unable to attend the Annual General Meeting may issue proxies to the Board of Directors or to a person appointed by the shareholder to attend the Annual General Meeting. Proxies can be issued via the InvestorPortal on Auriga’s website www.auriga-industries.com.
Proxies must be submitted no later than on Saturday, April 7, 2012.
Postal votes
It is also possible to exercise voting rights by post. In such case, the enclosed proxy and postal vote form must be sent with clear indication of the shareholder’s name and VP reference number to Auriga Industries, att. Executive Administrative Office, Thyborønvej 78, 7673 Harboøre, Denmark, such that it is received no later than on April 10, 2012 at 11.59 pm. Postal votes can also be submitted electronically via the InvestorPortal on the Auriga website www.auriga-industries.com. A postal vote submitted cannot be revoked. Please note that it is not possible to issue a proxy and vote by post at the same time.
Questions from shareholders
Shareholders may submit written questions to the company’s Board of Directors and Executive Board about the agenda and documents relating to the Annual General Meeting. Written questions must be sent to the email address: investor@auriga.dk.
Access to information
From Wednesday, March 15, 2012, the notice convening the Annual General Meeting with complete proposals for agenda items and all annexes as well as Auriga’s annual report and the forms to be used in connection with postal voting and voting by proxy can be viewed on the Auriga website www.auriga-industries.com or can be ordered from the Executive Administrative Office for delivery by ordinary post.
Up until April 11, 2012, the documents will also be available for inspection by the shareholders at the company's offices.
Electronic communication
Auriga uses electronic communication. The notice as well as the relevant registration and proxy form for the Annual General Meeting will only be distributed to shareholders registered in the company’s Register of Shareholders having ordered this type of information either by ordinary post or via email.
Auriga’s annual report for 2011 will be available in a printed version on April 3, 2012 and will subsequently be distributed to shareholders and other stakeholders having ordered the annual report (subscribers).
The annual report can be ordered via the InvestorPortal up until and including March 20, 2012 or by contacting Auriga via email: executiveoffice@auriga.dk or on tel. +45 70 10 70 30 on business days between 9.00 am and 4.00 pm.
On behalf of the Board of Directors
Povl Krogsgaard-Larsen
Chairman
AURIGA INDUSTRIES A/S
See annexes in the attached file:
1) Presentation of candidate member of
the Board of Directors.
2) Overview of proposed amendments to the
Articles of Association.
MORE INFORMATION:
Investor Relations & Executive Administrative Office
Tel. +45 70 10 70 30
investor@auriga.dk
direktionssekretariat@auriga.dk
www.auriga.dk
www.auriga-industries.com
