Tower Group A/S
To the shareholders in Tower Group A/S (CVR no. 64 13 84 13)
Notice is hereby given of an ordinary general meeting of Tower Group A/S (the "Company")
Thursday, May 31, 2012 at 1:00 p.m. at the Company's address
Nørre Voldgade 11, 1st floor, 1358 Copenhagen
Agenda:
- The board of directors' report on the Company's activities during the past financial year.
- Presentation and adoption of the audited annual report and adoption of the board of directors' remuneration for this year.
- Resolution to discharge the management and the board of directors from liability.
- Resolution on application of profits or covering of losses in accordance with the adopted annual report.
- Appointment of members to the board of directors.
- Appointment of auditor.
- Any motions from the board of directors or shareholders.
- Any other business.
- The detailed motions
1.1 Re item 5 on the agenda
It is expected that the Company will enter into liquidation on the extraordinary general meeting conducted on the 25 May 2012, and therefore this item on the agenda is not expected to require further attention.
However, if the liquidation of the Company is not approved on the extraordinary general meeting conducted on the 25 May 2012, and following that the suggested new members of the Board are appointed, the following persons is suggested re-appointed as members of the Board:
Mr. Arnold Butzer
- 2001-2010: Landesbank Berlin AG (Berliner Bank, Bankgesellschaft Berlin AG, Berlin-Hyp AG), Head of Financial and Sales Department
- 1997-2000: Deutsche Hypothekenbank AG Hannover/Berlin, Head of Division in Berlin
- 1978-1997: Bayerische Hypotheken- and Wechselbank AG Berlin, Senior Account Manager, Head of Corporate Business, Head of Professional Construction Business
- 1975-1978: Bank for Trade and Industry A/S (Dresdner Bank) Berlin, Credit Analyst, Senior Account Manager, Real Estate Valuation
- 1973-1975: Zentrale Grundstücksgesellschaft GmbH & Ellendt-Real Estate
- 1970-1972: Grundkreditbank eG Berlin, Senior Account Manager, Real Estate Financing
- Supervisory Board Member i.a. of the Housing Company Karl Marx eG Potsdam and of the IBAG AG (Landesbank Berlin)
Dr. Jochen Scharpe
- Since 2009: Chairman of the Managing Board - LEG Wohnen NRW GmbH, Düsseldorf
- Since 2005: Vice-Chairman of the Managing Board – GSW Immobilien AG, Berlin
- Since 2005: AMCI GmbH, Munich, Managing Partner of; ReTurn Immobilien GmbH, Managing Partner; OOO M&S Developers, Moscow, Managing Partner; Jade Beteiligungs Management GmbH, Managing Partner
- 1999 – 2004: Siemens Real Estate GmbH in Munich, Managing Director
- 1996 – 1999: Railways Real Estate Management GmbH (today: Vivico GmbH) in Frankfurt/Main, Managing Director
- 1989 – 1996: KPMG Peat Marwick GmbH, Senior Manager for Corporate Finance
Mr. Marc Laudien
- Since 2010: HEINICHEN LAUDIEN von NOTTBECK, Berlin, Partner
- 2001 – 2009: LAUDIEN & von NOTTBECK, Berlin, Partner
- 1995 – 1997: Lawyers Peltzer & Riesenkampff in Frankfurt am Main
- 1994 – 1995: Legal Department of the Directorate - Trust Agency Berlin, Special Assets Section
- 1990 – 1993: Trainee at the Higher Regional Court, Celle (D)/ Administrative Sciences Studies in Speyer
Mr. Cord Heinichen
- Since 2010: HEINICHEN LAUDIEN von NOTTBECK in Berlin, Partner
- 2003 – 2009: HEUKING KÜHN LÜER WOJTEK in Berlin, Partner
- 2000 – 2002: HORLITZ von MENGES KEITH in Berlin, Partner
- 1999: Audited Financial and Investment Advisor (A.F.A.)
- 1999: MBA (University of Wales)
- 1998 – 1999: BVVG in Berlin, Head of Department
- 1998: Specialist for Administrative Law
- 1994 – 1997: HEINICHEN BURKE HEINICHEN in Stralsund, Partner
- 1991 – 1993: Administrative Court in Halle a. d. Saale, Judge
- 1988– 1991: Trainee in Braunschweig
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Under section 97 of the Danish Companies Act it may be stated that the Company's share capital is nominally DKK 17,259,501.10 and is divided into shares of DKK 0.10 each (equalling a total number of 172,595,110 shares). Any nominal share amount of DKK 0.10 carries one (1) vote.
Alm. Brand Bank A/S is the share-issuing bank through which the shareholders may exercise their financial rights.
The agenda and the complete motions are contained in this notice convening the ordinary general meeting.
Moreover, in the period 9 May 2012 to 31 May 2012, it will be possible to find further information on the ordinary general meeting on the Company's website, www.towergroup.dk, including the total number of shares and voting rights at the date of the notice convening the meeting, this notice convening the meeting containing the agenda and the complete motions, proxy forms and absentee voting forms, and the other documents to be presented at the ordinary general meeting.
Further, this notice convening the ordinary general meeting has been published via NASDAQ OMX Copenhagen and the IT-systems of the Danish Business Authority and has been forwarded to the shareholders registered in the Company's register of shareholders, who have made a request in respect thereof.
Prior to the ordinary general meeting, the shareholders have the opportunity to ask questions to the agenda and other material to be used for the general meeting, such questions to be received by the Company no later than 23 May 2012. The opportunity to ask questions prior to the holding of the general meeting does not affect the shareholders' right to ask questions at the general meeting itself.
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In order to attend the general meeting and vote the following must be observed:
The shareholders' right to vote at the general meetings of the Company or to vote by post in relation to the shareholders' shares is determined in relation to the shares held by the shareholders at the date of registration.
After the date of registration a calculation is made of the shares which each shareholder owns at the date of registration. The calculation takes place on the basis of registrations of shares made in the register of shareholders and properly documented notices to the Company regarding transfer of shares which is not yet registered in the register of shareholders but which the Company has received prior to the date of registration. Notices of shareholdings shall, in order to be recorded in the register of shareholders and included in the calculation, be documented by presentation of documentation from VP Securities A/S or other corresponding documentation, which shall not be older than one (1) month. The Company must receive such documentation no later than at the date of registration.
The date of registration is 24 May 2012, at 11:59 p.m. Only persons who on the date of registration, 24 May 2012, at 11:59 p.m., are shareholders in the Company have the right to participate in and vote at the general meeting. However, a shareholder has to comply with the requirements for timely application for admission cards, as described below.
Transfers of shares that take place in the period between the date of registration and the ordinary general meeting do not affect the voting right at the ordinary general meeting or the right to vote by post for the purpose of the ordinary general meeting.
In order to attend to the Company's ordinary general meeting the shareholders must no later than 25 May 2012, at 11:59 p.m. make a request to receive an admission card on presentation of due proof of identity. Admission cards are issued to shareholders that hold shares in the Company as at the date of registration. Admission cards can be ordered with VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, until and including 25 May 2012, at 11:59 p.m.
The shareholders have the right to attend by proxy in case the shareholder is prevented from participating at the general meeting.
The application form for application for the admission card and the proxy form can be found via the Company's website, www.towergroup.dk, under "Investor Relations".
Ordering of admission cards and/or submission of proxies to the general meeting can also take place electronically via www.vp.dk/gf or by submitting the application form for application for the admission card and/or the proxy form to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S. The application for the admission card shall have been received no later than 25 May 2012, at 11:59 p.m., and the proxy form shall have been received no later than 25 May 2012, at 11:59 p.m.
The shareholders may - instead of voting at the actual general meeting - choose to vote by post, i.e. voting in writing prior to the holding of the general meeting. An absentee voting form is available at the Company's website www.towergroup.dk. Any shareholder who chooses to vote by post shall send their absentee votes to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, so that the absentee vote is received no later than the day before the holding of the general meeting. An absentee vote that has been received cannot be withdrawn.
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Best regards
Tower Group A/S
Anton Aksic
Chairman of the Board of Directors
Questions regarding this release can be directed to CEO, Martin Coté, on tel.: +420 725 716 755.
