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Annual General Meeting 2007

11 Apr 2007 17:34 |
Inside Information
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The Nordic Exchange                                                             Nikolaj Plads 6                                                                 DK-1007 Copenhagen K                                                            11 April 2007                                                                   Release No. 6                                                                   Annual General Meeting 2007                                                     The annual general meeting of NKT Holding A/S was held on Wednesday 11 April    2007; cf. announcement no. 5, to The Nordic Exchange dated 19 March 2007.       The general meeting approved the annual report containing the reviews of the    Management, the consolidated accounts and the audited annual accounts of the    parent company, as well as the auditors' and the Management's reports. The      general meeting duly discharged the Board of Directors and the Management from  their liabilities for the year ended.                                           The Board of Directors' proposal for a total dividend of 10 DKK per share of    nominally 20 DKK was adopted.                                                   The Board of Directors' proposal, that the remuneration to the Board of         Directors remains unchanged in 2007 was adopted - i.e. 400,000 DKK to the       chairman, 300,000 DKK to the deputy chairman and 200,000 DKK to each of the     other members.                                                                  Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,  director Jan Wraae Folting, president and CEO Jens Maaløe and CFO Jens Due Olsenwere all re-elected as members of the board of directors.                       KPMG C. Jespersen Statsautoriseret Revisionsinteressentskab was re-elected as   sole auditor of the company.                                                    The following changes to the articles of association of the company were adoptedat the general meeting:                                                         Amendment of article 3 (3) of the Articles of Association                       The shares of the company are registered to bearer, but may be registered in thename of the holder in the company's register of shareholders. The company's     register of shareholders is maintained by an external registrar, VP Investor    Services A/S (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630         Taastrup.                                                                       Amendment of article 3 (4) of the Articles of Association                       For the period until the next ordinary general meeting the Board of Directors isauthorized to decide on the distribution of extraordinary dividends.            Loans against bonds                                                             Authorization for the Board of Directors to raise loans against bonds which     confer upon the lender the right to convert his claim into a maximum of         nominally 44,000,000 DKK, corresponding to 2,200,000 new shares.                The authorization for the Board of Directors is inserted in the Articles of     Association as a new                                                            article 3 J:                                                                    For a period of 5 years until 11 April 2012 by the decision of the Board of     Directors the Company may by one or more issues raise loans against bonds or    other financial instruments with a right for the lender to convert his claim to nominally 44,000,000 DKK as a maximum, corresponding to a number of 2,200,000   new shares (convertible loans). Convertible loans may be raised in DKK or the   equivalent in foreign currency computed at the rates of exchange ruling at the  day of loan. The Board of Directors is also authorized to effect the            consequential increase of the capital. Convertible loans may be raised against  payment in cash or in other ways. The Board of Directors may decide to depart   from the shareholders' pre-emption right. If the shareholders' pre-emption rightis deviated from the convertible loans shall be offered at a subscription price and a conversion price that in the aggregate at least corresponds to the market price of the shares at the time of the decision of the Board of Directors. The  time limit for conversion may be fixed for a longer period than 5 years after   the raising of the convertible loan. The terms for raising of convertible loans shall be determined by the Board of Directors, including loan terms and the     rules for conversion of the loans as well as the holder's legal position in caseof capital increase, capital decrease, raising of new convertible loans,        dissolution, merger or demerger of the company before the expiry of the right ofconversion. Time and terms for the capital increase shall be decided by the     Board of Directors observing the rules in sub-article 2 below.                  If the Board of Directors exercises the authorization granted in sub-article 1  above, new shares shall be issued to bearer and carry dividend as of a date to  be fixed by the Board of Directors. No restrictions shall apply as to the       pre-emption right of the new shares, and shall rank pari passu with the existingshares with respect to rights, redeemability and negotiability. The Board of    Directors is authorized to amend the Articles of Association necessary in       connection with the capital increases being effected.                           Amendment of article 6 (2) of the Articles of Association                       General meetings shall be held in the Danish Capital Region (Region Hovedstaden)at a place decided by the Board of Directors.                                   Amendment of article 6 (3) of the Articles of Association                       General meetings shall be called by the Board of Directors not earlier than fourweeks and not later than eight days before the general meeting by notification  in the electronic information system of the Danish Commerce and Companies Agencyand by ordinary letter to all shareholders registered in the register of        shareholders.                                                                   Further, the general meeting authorised the Board of Directors for the period   until the next ordinary general meeting to arrange for an acquisition by the    company of own shares representing a nominal value up to 10 per cent of the     share capital. The purchase price for such shares shall not deviate more than 10per cent from the price quoted on the Copenhagen Stock Exchange at the time of  acquisition.                                                                    At a meeting of the Board of Directors held after the general meeting,          Attorney-at-law Christian Kjær was elected chairman of the Board of Directors   and Mayor Jan Trøjborg was elected deputy chairman.                             Yours faithfully                                                                NKT Holding A/S                                                                 Christian Kjær                                                                  Chairman of the Board of Directors                                              The Chairman's full report is available at www.nkt.dk
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