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Annual General Meeting 2009

2 apr 2009 18:46 |
Inside Information
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NASDAQ OMX CopenhagenNikolaj Plads 6DK-1007 Copenhagen K2 April 2009Announcement No. 8Annual General Meeting 2009The annual general meeting of NKT Holding A/S was held on Thursday 2 April 2009cf. announcement no. 6, to NASDAQ OMX Copenhagen dated 18 March 2009. The general meeting approved the annual report containing the reviews of theManagement, the consolidated accounts and the audited annual accounts of theparent company, as well as the auditors' and the Management's reports. Thegeneral meeting duly discharged the Board of Directors and the Management forthe year 2008. The Board of Directors' proposal that this year's profits are transferred tothe distributable revenues and consequently no dividends will be distributed,was adopted. The Board of Directors' proposal that the remuneration to the Board ofDirectors for 2009 is temporary reduced by 10% compared to remuneration for2008 due to the decline in the economy, meaning 540,000 DKK to the Chairman,405,000 DKK to the Deputy Chairman, and 270,000 DKK to each of the othermembers, was adopted. The Board of Director's proposal that the chairman of the audit committee isremunerated with 200,000 DKK, and the other member is remunerated with 100,000DKK, was adopted. However, it was clarified that the remuneration for 2009 wasalso temporarily reduced by 10%, meaning a remuneration of 180,000 DKK and90,000 DKK respectively. Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,president and CEO Jens Maaløe, CFO Jens Due Olsen and CEO Lone Fønss Schrøderwere all re-elected as members of the Board of Directors. KPMG Statsautoriseret Revisionspartnerselskab was elected as sole auditor ofthe company. The following changes to the articles of association of the company wereadopted at the general meeting: Amendment of articles 3 (2), 4 (1) and 7(2) of the Articles of AssociationThe Board of Directors´ proposal regarding update of articles 3(2), 4(1) and7(2) of the articles of association due to the decision by the DanishSecurities Centre to change its name to VP Securities A/S was adopted. Thus theword the “Danish Securities Centre” is changed to “VP Securities” in theabove-mentioned articles. Amendment of articles 3 (4) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 3(4) of thearticles of association due to the decision by VP Investor Services A/S tochange its address from Helgeshøj Allé 35, 2630 Taastrup, to Weidekampsgade 14,DK-2300 Copenhagen S was adopted. Thus the wording of article 3(4) of the articles of association is as follows:“The shares of the Company are registered to bearer, but may be registered inthe name of the holder in the Company's register of shareholders. The Company'sregister of shareholders is maintained by an external registrar, VP InvestorServices A/S (VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen S.” 	Amendment of articles 5 (8) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(8) of thearticles of association was adopted. Thus article 5(8) of the articles of association is replaced by the following:“The Company has decided that the complete annual report shall only beforwarded to the shareholders in electronic form. The annual report will bepublished on the Company's website www.nkt.dk and will be forwarded byelectronic mail to any registered shareholders who have requested it andinformed the Company of their e-mail address. The procedure for sending thereport by e-mail and any special system requirements necessary will bepublished on the Company's website.” Own sharesThe general meeting authorised the Board of Directors for the period until thenext ordinary general meeting to arrange for an acquisition by the company ofown 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 10 per cent fromthe price quoted on NASDAQ OMX Copenhagen at the time of acquisition. The pricequoted at the time of acquisition means closing price of NASDAQ OMX Copenhagen- all transactions at 5 pm. Authorisation to the chairman of the meetingThe chairman of the meeting was authorised to make such changes and amendmentsto the decisions made at the general meeting and the registration with theDanish Commerce and Companies Agency as may be required by the Danish Commerceand Companies Agency in connection to the registration of the decisions made. * * *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 Directorsand Mayor Jan Trøjborg was elected deputy chairman. Yours faithfullyNKT Holding A/SChristian KjærChairman of the Board of DirectorsThe Chairman's full report is available at www.nkt.dk
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