STOCK EXCHANGE ANNOUNCEMENT
14 October 2009
Annual general meeting – IC Companys A/S 21 October 2009 at 15:00 hours
“The Black Diamond”/ The Royal Library
1 Søren Kierkegaards Plads
DK-1221 Copenhagen K
1 Report by the Board of Directors on the activities of the Company
2 Presentation of the Annual Report for the period 1 July 2008 – 30 June 2009 endorsed by the auditors and approval of the Annual Report
3 Resolution as to the appropriation of the profits, including the declaration of dividends, or provision for losses in accordance with the adopted Annual Report.
The Board of Directors proposes that no dividend is to be paid to the share-holders for the financial year 2008/09
4 Election of members to the Board of Directors
The Board of Directors proposes re-election of the incumbent Board of Directors
5 Appointment of auditor
The Board of Directors proposes that Deloitte Statsautoriseret Revisionsaktieselskab be reappointed
6 Authority to the Board of Directors to acquire for the Company up to 10% of the Company’s shares during the period until the next Annual General Meeting at market price +/- 10%
7 The Board of Directors shall be authorised to increase the share capital – New section 6A to the Articles of Association
The Board of Directors proposes that section 6A be worded as follows:
“The Board of Directors shall be authorised to increase the share capital by up to DKK 20,000,000 nominal value in one or more tranches. The Board of Directors may determine to disapply the preemption rights of the existing shareholders in full or in part, including that the new shares shall be applied as consideration in connection with the Company’s acquisition of an existing operation. The subscription price shall be determined by the Board of Directors.
The authority to the Board of Directors shall be valid until 20 October 2014. New shares issued under the authority to the Board of Directors shall be registered in the name of the holder. The shares shall be freely transferable, negotiable instruments, and no shareholder shall be under an obligation to let his shares be redeemed in full or in part. No shares shall carry any special rights.
Shareholder rights in respect of the new shares shall take effect when the shares are fully paid up.
In other respects, the Board of Directors shall determine the specific terms and conditions for the capital increase that may be effected in accordance with the above authority.”
Adoption of the proposed resolution requires a qualified majority.
8 Any other business
The agenda with the complete resolutions and the audited Annual Report will be available for inspection by shareholders at the offices of the Company from eight days before the Annual General Meeting.
The Annual Report may also be downloaded at the Company’s website icgroupmulti.wpengine.com.
The Company recommends that admission cards for the Annual General Meeting be obtained online at icgroupmulti.wpengine.com, Investors. VP account number and Internet access code to online order appear from the order for admission cards sent by post. Admission cards may also be obtained by contacting Computershare A/S by fax +45 45 46 09 98 or by returning the order for admission cards by post to Computershare A/S. Admission cards must reach Computershare A/S no later than Friday 16 October 2009 at 15:00 hours.
For the sake of good order, it should be noted that the Company’s registrar, Aktiebog Danmark A/S, has changed name to Computershare A/S.
If a shareholder is unable to attend the Annual General Meeting, shareholders are encouraged to instruct the Company’s Board of Directors on how to cast the votes according to the shareholder’s voting entitlement. In such an event the Company re-commends that power of attorney be given electronically at icgroupmulti.wpengine.com, Investors. Power of attorney may also be given by using the power of attorney sent by post, of which the VP account number and internet access code also appear. The power of attorney must be given electronically or reach Computershare A/S not later than Friday 16 October 2009 at 15:00 hours.
The Company’s share capital amounts to DKK 169,428,070 divided into shares of DKK 10.
At the Annual General Meeting, each shareholding of DKK 10 entitles the holder to one vote.
A shareholder who has acquired shares by transfer is not entitled to exercise his voting rights for the shares concerned at Annual General Meetings that have been announced before the shareholding has been registered in the Company’s Register of Shareholders or before the shareholder has given notice of and documented his share acquisition.
The shareholding acquired is, however, considered represented at the Annual General Meeting notwithstanding that the voting right cannot be exercised, provided that the shares prior to the Annual General Meeting have been registered into the Company’s Register of Shareholders, or that the shareholder has given notice of and documented his share acquisition.
The account holding bank of the Company is Danske Bank.
14 October 2009
The Board of Directors
IC Companys A/S
CVR-nr. 62 81 64 14
This announcement is a translation from the Danish language. In the event of any discrepancy between the Danish and English versions, the Danish version shall prevail.