NOTICE OF ANNUAL GENERAL MEETING
Company Announcement No. 346
You are invited to attend the Company's Annual General Meeting to be held on
Friday, 26 March 2010 at 1:00 p.m.
at
RADISSON BLU FALCONER HOTEL & CONFERENCE CENTER,
THE FALCONER HALL (Falconer Salen)
Falkoner Allé 9, 2000 Frederiksberg, Denmark
The doors will be open from 12:00 noon.
Before the General Meeting, a light meal will be served.
1 Agenda
1. The report of the Supervisory Board and Executive Board on the Company's
activities in 2009.
2. Presentation of the 2009 Annual Report with the audit report for adoption
and proposal for emoluments of Supervisory Board members.
3. Resolution regarding application of profits or covering of losses as per the
adopted 2009 Annual Report.
4. Election of members for the Supervisory Board.
5. Appointment of auditors.
6. Proposed resolutions.
6.1. Proposed resolution from the Supervisory Board on authorisation to acquire
treasury shares.
6.2. Proposed resolution from the Supervisory Board on authorisation to issue
convertible debt instruments and warrants.
6.3. Proposed resolution from the Supervisory Board to amend the Company's
current General Guidelines for Incentive Pay for Management and Staff of DSV
A/S.
6.4. Proposed resolution from the Supervisory Board to amend various provisions
of the Company's Articles of Association as a consequence of the new Companies
Act and in that connection to adopt a new Appendix 1 to the Articles of
Association.
6.5. Proposed resolution from the Supervisory Board to amend various other
provisions of the Company's Articles of Association.
7. Any other business.
2 Elaboration of proposed resolutions
2.1 Re item 3 of the agenda
Resolution regarding application of profits or covering of losses as per the
adopted 2009 Annual Report.
The Supervisory Board proposes dividends of DKK 0.25 per share.
2.2 Re item 4 of the agenda
Election of members for the Supervisory Board.
The members up for election are:
Kurt K. Larsen
Erik B. Pedersen
Per Skov
Kaj Christiansen
Annette Sadolin
All members stand for re-election.
The Supervisory Board proposes re-election of all candidates.
Background information about the candidates up for re-election is included.
The Supervisory Board nominates the following candidate up for election:
Birgit W. Nørgaard
Background information about the candidate up for election is included.
2.3 Re item 5 of the agenda
Appointment of auditors.
The Supervisory Board proposes appointment of KPMG, Statsautoriseret
Revisionspartnerselskab (Central Business Register No. 30700228).
2.4 Re item 6.1 of the agenda
Proposed resolution from the Supervisory Board granting authorisation to
acquire treasury shares and to amend the Company's Articles of Association
accordingly, see para. 2.8.4 below on the proposed Article 4c for the Company's
Articles of Association.
Background
In the efforts to maintain a flexible and stable capital structure and for
hedging of future incentive programmes (share options), it is necessary for the
Company to acquire treasury shares, and therefore it is proposed to authorise
the Supervisory Board, for a five-year period (which is now possible under the
new Danish Companies Act (selskabsloven)), to acquire treasury shares up to a
nominal amount of DKK 25 million.
2.5 Re item 6.2 of the agenda
Proposed resolution from the Supervisory Board granting authorisation to issue
convertible debt instruments and warrants for a nominal amount of up to DKK 25
million and to amend the Company's Articles of Association accordingly, see
para. 2.8.5 below on the proposed Article 4d for the Company's Articles of
Association.
Background
Convertible debt instruments and warrants may be an attractive alternative to
share issues and bank funding as the pertaining costs are relatively low and
future interest expenses are fixed. Finally, this form of funding will not
depend on banks or security requirements, loan documentation, etc. It is
proposed to authorise the Supervisory Board to issue convertible debt
instruments and warrants in consideration of the Company's opportunity to
ensure flexible and competitive non-bank funding and due to the wish of the
Supervisory Board to prepare the Company so that it is able to provide adequate
capital quickly to carry out corporate activities.
2.6 Re item 6.3 of the agenda
Proposed resolution from the Supervisory Board to amend the Company's current
General Guidelines for Incentive Pay for Management and Staff of DSV A/S.
The proposed resolution implies a minor adjustment of the Company's current
General Guidelines for Incentive Pay. In order to provide greater flexibility
at the time of any granting of share options, it is proposed to amend the
guidelines so that a Supervisory Board resolution on any grant need not
necessarily be passed at the annual meeting at which the Supervisory Board
members meet and approve the Company's annual report, but may also be passed at
some other time.
As a consequence of the new Companies Act, it is further proposed to amend the
present reference to section 69b of the Danish Public Companies Act
(aktieselskabsloven) to section 139 of the Companies Act.
2.7 Re item 6.4 of the agenda
Amendments to the Articles of Association as a consequence of the new Companies
Act.
Proposed resolution from the Supervisory Board on adoption of the following
amendments to the Articles of Association as a consequence of the entry into
force of Act No. 470 of 12 June 2009 on Public and Private Companies ('the new
Companies Act'), including adoption of a revised Appendix 1 to the Articles of
Association:
2.7.1 It is proposed to amend Article 1 of the Company's Articles of
Association as follows:
It is proposed to amend the heading of Article 1 as follows:
"Name"
It is proposed to amend the wording of Article 1 as follows:
"The name of the Company is DSV A/S.
The Company bears the secondary name De Sammensluttede Vognmænd af 13-7 1976
A/S (DSV A/S)."
Background of the amendment
Pursuant to the new Companies Act, the location of the Company's registered
office is no longer required to appear from the Articles of Association, and
therefore the location of the Company's registered office is deleted from the
Articles of Association. By contrast, information on the location of the
Company's registered office will appear from the IT system of the Danish
Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen).
2.7.2 It is proposed to amend the wording of Article 5 of the Company's
Articles of Association as follows:
"No shareholder is obliged to let his or her shares be redeemed in full or in
part.
The shares of the Company are to be registered in the names of the holders and
entered into the Company's register of shareholders.
No restrictions apply to the transferability of the shares."
Background of the amendment
In connection with the entry into force of the new Companies Act, a new
terminology is introduced so that the Danish term 'aktiebog' (register of
shareholders) of companies will be the Danish term 'ejerbog' in future. To
harmonise the terminology of the Articles of Association with that of the
Companies Act, it is proposed to amend Article 5 of the Articles of Association
in Danish so that 'ejerbog' replaces the formerly used term of 'aktiebog'.
2.7.3 It is proposed to amend the wording of Article 5a of the Company's
Articles of Association as follows:
"The Company's register of shareholders must be kept on behalf of the Company
by a keeper of the register of shareholders appointed by the Supervisory Board:
VP Investor Services A/S
Weidekampsgade 14
2300 København S"
Background of the amendment
The above proposal is to be seen as a consequence of the new Danish terminology
of the new Companies Act for the concepts ‘register of shareholders' and
‘keeper of the register of shareholders', which will be termed 'ejerbog' and
'ejerbogsfører', respectively, in future.
2.7.4 It is proposed to amend the wording of Article 7 (originally Article 8)
of the Company's Articles of Association as follows:
"General meetings must be held in the Company's registered municipality (as
recorded in the IT system of the Danish Commerce and Companies Agency), in the
City of Copenhagen or in the Municipality of Frederiksberg.
General meetings must be convened by the Supervisory Board giving not less than
three weeks' and not more than five weeks' notice by notification on the
Company's website, through the IT system of the Danish Commerce and Companies
Agency and in writing to the shareholders registered in the Company's register
of shareholders who have so requested.
The notice convening the shareholders to annual and extraordinary general
meetings must contain at least the information listed in Appendix 1 to the
Articles of Association.
Not later than three weeks before each general meeting (inclusive of the date
of the general meeting), the following documents and information must be made
available to the shareholders on the Company's website:
(1) The notice with the information listed in Appendix 1 to the Articles of
Association.
(2) The total number of shares and voting rights at the date of the notice.
(3) The documents to be presented to the general meeting; as far as annual
general meetings are concerned they include the audited annual report with the
audit report and any consolidated financial statements.
(4) The agenda and the complete proposed resolutions.
(5) If relevant, the forms to be used for voting by proxy and for voting by
letter, unless such forms are sent directly to the shareholders. If these forms
cannot be made available on the Company's website for technical reasons, the
Company must state on its website how to obtain the forms in hard copy. In such
cases, the Company will send the forms to any shareholder who so requests. The
pertaining costs will be defrayed by the Company."
Background of the amendment
In connection with the entry into force of the Companies Act, new rules are
introduced concerning time-limits for convening general meetings of listed
companies, as are also minimum rules concerning the documents and information
to be made available to the shareholders before a convened general meeting and
the means of communication to be used in that connection. One implication of
the amendment is that general meetings will no longer be convened through the
Official Gazette, but only through the IT system of the Danish Commerce and
Companies Agency, the Company's website and in writing to the shareholders
registered by name who have so requested.
The proposed amendment to Article 7 (originally Article 8) is a direct
consequence of the introduction of the new Companies Act. For reasons of order
and space, it is proposed to move the information to be provided in future
notices convening general meetings to a separate Appendix to the Articles of
Association (Appendix 1).
2.7.5 It is proposed to amend the wording of Article 8 (originally Article 9)
of the Company's Articles of Association as follows:
"The annual general meeting must be held not later than four months after
expiry of the financial year.
The agenda of the annual general meeting must include the following items:
(1) The report of the Supervisory Board and Executive Board on the Company's
activities in the year under review.
(2) Presentation of the annual report with the audit report for adoption and
proposal for emoluments of Supervisory Board members.
(3) Resolution on application of profits or covering of losses as per the
adopted annual report.
(4) Election of members for the Supervisory Board.
(5) Election of auditor(s).
(6) Any other business.
Proposals from the shareholders to be considered at the annual general meeting
must be submitted in writing to the Supervisory Board in time for the item to
be included in the agenda of the general meeting."
As regards Article 8 (originally Article 9), the following conditional
amendment to the Articles of Association is proposed:
"When section 90(2) and (3) of the new Companies Act enters into force, the
above provision of Article 8 will be worded as follows:
Article 8
The annual general meeting must be held not later than four months after expiry
of the financial year.
The agenda of the annual general meeting must include the following items:
(1) The report of the Supervisory Board and Executive Board on the Company's
activities in the year under review.
(2) Presentation of the annual report with the audit report for adoption and
proposal for emoluments of Supervisory Board members.
(3) Resolution on application of profits or covering of losses as per the
adopted annual report.
(4) Election of members for the Supervisory Board.
(5) Election of auditor(s).
(6) Any other business.
Proposals from the shareholders to be considered at the annual general meeting
must be submitted in writing to the Supervisory Board not later than six weeks
before the date of the general meeting. If the Supervisory Board receives a
proposal later than six weeks before the date of a general meeting, the
Supervisory Board shall determine whether the proposal has been submitted in
time for the item to be included in the agenda after all.
Not later than eight weeks before the contemplated date of the annual general
meeting, the Supervisory Board shall announce to the shareholders the
contemplated date of the general meeting and the latest date for submission of
requests to include a specific item in the agenda as set out above."
Background of the amendment
The proposed amendment to Article 8 (originally Article 9) comprises a minor
linguistic clarification as concerns Article 8(6) and a consequential amendment
as a result of the entry into force of the new Companies Act. The time-limit of
six weeks before the annual general meeting for shareholders to submit
proposals to be considered is maintained, but so that proposals submitted
later, and therefore after expiry of the time-limit, may be included in the
agenda if the Supervisory Board so resolves.
It is also proposed to insert a provision on the Company's duty of information
as to the intended date of the contemplated annual general meeting and the date
when the six-week time-limit mentioned above for shareholders to submit
proposals for inclusion in the agenda expires. The Company will observe the
duty of information in connection with the announcement of its financial
calendar.
2.7.6 It is proposed to amend the wording of Article 9 (originally Article 10)
of the Company's Articles of Association as follows:
"An extraordinary general meeting must be held whenever requested by the
Supervisory Board or the auditor(s). Furthermore, an extra¬ordinary general
meeting must be convened within two weeks when requested in writing by
shareholders holding not less than 5 per cent of the share capital for the
transaction of specific business."
Background of the amendment
The proposed amendment to Article 9 (originally Article 10) comprises a
consequential amendment as a result of the entry into force of the new
Companies Act, according to which shareholders holding not less than 5 per cent
of the share capital may request an extraordinary general meeting of the
Company. The previous Public Companies Act and the current Articles of
Association prescribe that shareholders holding not less than one-tenth of the
share capital may request an extraordinary general meeting, and the proposed
amendment thus implies improved rights for the Company's shareholders.
Moreover, the new Companies Act applies weeks and not days, and consequently
"14 days" has been amended into "two weeks".
2.7.7 Proposed amendment to the wording of Article 10 (originally Article 12)
of the Company's Articles of Association:
"General meetings are presided over by a chairman to be appointed by the
Supervisory Board. The chairman determines all issues concerning the
transaction of business, including proceedings, voting and the results thereof.
The proceedings at general meetings must be recorded in a minute book to be
signed by the chairman of the meeting and the attending members of the
Supervisory Board. Immediately after a general meeting, the minutes of the
proceedings at the general meeting or a certified copy thereof must be made
available to the Company's shareholders."
Background of the amendment
The proposed amendment to Article 10 (originally Article 12) comprises a
clarification of the powers of the chairman of the meeting as a direct
consequence of the new Companies Act.
As a further consequence of the new Companies Act, it is proposed to insert
provisions on a maximum time-limit of two weeks after the general meeting for
publishing the minutes of the proceedings at the general meeting.
2.7.8 It is proposed to amend Articles 11 and 13 of the Company's Articles of
Association as follows:
It is proposed to insert the following new heading for Article 11:
"Attendance and voting rights"
It is proposed to amend the wording of Article 11 as follows:
“Shareholders holding shares in the Company on the registration date, as
defined in Article 13 of the Articles of Association, are entitled to attend
the general meeting, provided that they have submitted a request for issuance
of an admission card together with due proof of identity to the Company's
office not later than three days before the general meeting.
At general meetings, each shareholder holds voting rights pursuant to the
following rules.
The shareholders' voting rights at general meetings of the Company or postal
voting rights, see Article 12, attaching to the shareholders' shares are
determined in proportion to the shares held by the shareholders on the
registration date, see Article 13. Any disposal or acquisition of shares in the
period between the registration date and the pertaining general meeting does
not affect voting rights at the general meeting or postal voting rights for use
at the general meeting.
Each share amount of DKK 1 entitles the holder to one vote at general meetings.
All resolutions at general meetings are adopted by a simple majority of votes
unless otherwise prescribed by special rules of the Companies Act on
representation and majority.
The Company's general meetings are open to the press."
It is then proposed to delete the original Article 13 of the Articles of
Association, which is worded as follows:
"Voting rights
Article 13
Shareholders having acquired shares by transfer cannot exercise the voting
rights attaching to the shares concerned at general meetings convened without
such shares having been registered in the register of shareholders or the
shareholder having notified and evidenced his or her acquisition. However, the
shareholding acquired is considered to be represented at the general meeting
even though the voting rights cannot be exercised, provided that the shares -
prior to the general meeting - have been registered in the register of
shareholders or the shareholder has notified and evidenced his or her
acquisition.
Each share amount of DKK 1 entitles the holder to one vote at general meetings.
All resolutions at general meetings are adopted by a simple majority of votes
unless otherwise prescribed by special rules of the Danish Companies Act on
representation and majority."
Background of the amendment
Based on the desire to combine the provisions of the Articles of Association on
attendance and voting rights at the Company's general meetings in a separate
article, it is proposed with reference to the introduction of new rules in the
new Companies Act on attendance rights, voting rights and representation to
amend the current Article 11 as set out above and to delete the current Article
13.
In connection with the entry into force of the new Companies Act, new rules are
also introduced for the shareholders' exercise of attendance and voting rights
at general meetings of listed companies. Based on the desire to harmonise the
relevant provisions of the Articles of Association with legislation, it is
proposed to amend Article 11 of the Articles of Association.
In future, two conditions will apply for a shareholder to be entitled to attend
and vote. First, on the registration date, see below, the shareholder must hold
one or more shares or have notified the Company of ownership for the purpose of
registration in the register of shareholders, and second, the shareholder must
have requested the issuance of an admission card not later than three days
before the general meeting.
The proposed amendment to the Articles of Association has the effect that a
shareholder who acquires shares after the registration date, but before the
general meeting cannot exercise any attendance or voting rights attaching to
such shares at that general meeting whether or not such acquisition has been
entered into the register of shareholders or the shareholder has notified and
evidenced his or her acquisition to the Company for the purpose of having this
acquisition entered into the register of shareholders.
According to the new rules of the Companies Act, the registration date is one
week before the date of the general meeting, and it is thus this date which
determines whether a shareholder is entitled to attend and vote at the general
meeting associated with the registration date. Please also see the proposed
wording of the new Article 13 of the Articles of Association and the pertaining
comments regarding the registration date, see below.
Finally, the proposed amendment comprises a linguistic update of the
penultimate paragraph of the article.
2.7.9 It is proposed to insert the following provision into the Company's
Articles of Association as a new Article 12:
"Shareholders are entitled to attend general meetings by proxy, who must
present a written and dated proxy document. No time restrictions or other
restrictions apply to proxy documents, other than to proxy documents issued to
the Company Management, which cannot be issued for longer than 12 months and
can only be issued for a specific general meeting with an agenda known in
advance.
A proxy document may be revoked in writing by the appointing shareholder at any
time.
The shareholder or the proxy may attend the general meeting together with an
adviser.
Instead of voting at the actual general meeting, shareholders may choose to
vote by letter, that is, vote in writing before the date of the general
meeting. Shareholders who choose to vote by letter must send their postal vote
to the Company so that the postal vote has been received by the Company not
later than one day before the date of the general meeting. A postal vote
received by the Company cannot be revoked."
Background of the amendment
The proposed new provisions on proxies and the shareholders' possibility of
voting by letter should be seen as a consequence of the new Companies Act.
In practice, a postal vote form will be sent out together with the notice
convening the general meeting to all shareholders registered by name who have
requested such separate notice, and it will also be possible to download the
postal vote form from the Company's website.
Postal voting is thus an alternative to personal attendance and voting and to
attendance and voting by proxy. As opposed to voting by proxy, a postal vote
cannot be unilaterally revoked after the postal vote has been received by the
Company.
For reasons of order and due to the desire to create an overview, it is
proposed to insert a provision on attendance and voting by proxy into the
Articles of Association. The proposal is based on the proxy rules laid down by
the new Companies Act. In connection with the issuance of proxy documents, it
is worth noticing that permanent proxy documents may be issued to third parties
apart from proxy documents to the Company Management, the term of which may not
exceed 12 months and which can only be issued for a specific general meeting
with an agenda known in advance.
2.7.10 It is proposed to insert the following provision into the Company's
Articles of Association as a new Article 13:
"The registration date is the date one week prior to the date of the general
meeting. At the end of the registration date, the shares held by each of the
Company's shareholders on the registration date must be calculated. The
calculation is made on the basis of registrations of shares made in the
register of shareholders and duly evidenced notices to the Company about any
acquisition of shares not yet registered in the register of shareholders, but
received by the Company before the end of the registration date. For entry into
the register of shareholders and inclusion in the calculation, notices of
shareholdings must be evidenced by presentation of a printout from VP
Securities A/S or other similar documentation which may not be more than one
month old. Such evidence must have been received by the Company before the end
of the registration date."
Background of the amendment
In connection with this proposal, reference is substantially made to the
comments above concerning the amendments to Articles 11 and the original
Article 13 of the Articles of Association of the Company.
The proposed new Article 13 is based on the rules of the new Companies Act on
registration dates and how to determine such dates for listed companies.
2.7.11 It is proposed to adopt an Appendix 1 to the Company's Articles of
Association on the required contents of the notice convening general meetings
worded as follows:
APPENDIX 1 TO THE ARTICLES OF ASSOCIATION
1. Content requirements for notices convening general meetings
1.1 Notices convening general meetings must contain at least the following
information:
(i) Time and place of the general meeting as well as agenda and a description
of all proposed resolutions to be considered at the general meeting. If
proposals to amend the Articles of Association are to be considered at the
general meeting, the essential elements of the proposal must be stated in the
notice. If the adoption of the proposed resolutions requires a qualified
majority, the notice must draw attention to this fact.
(ii) The amount of the share capital and the shareholders' voting rights, as
well as the name of the bank appointed by the Company and through which the
shareholders may exercise their financial rights.
(iii) The registration date mentioned in Article 13 of the Articles of
Association and a clear indication that only companies and persons who are
shareholders in the Company on that date may attend and vote at the general
meeting.
(iv) Indication of where and how to retrieve the agenda, the complete proposals
and the complete text of the documents to be presented at the general meeting.
(v) The exact internet address of the Company's website where the agenda and
other documents mentioned in Article 7 of the Articles of Association will be
made available.
(vi) The procedure of voting by proxy, including that the Company will provide
a written or electronic proxy form to all shareholders entitled to vote at the
general meeting and an indication of which means of communication the Company
accepts for an electronic notice of appointment of proxy.
(vii) The procedures for voting by letter or, if relevant, for electronic
voting and indication of the shareholders' right to ask questions about the
agenda and the other material for use at the general meeting.”
2.8 Re item 6.5 of the agenda
Other amendments to the Articles of Association.
Proposals from the Supervisory Board on adoption of various other amendments to
the Articles of Association:
2.8.1 It is proposed to amend the wording of Article 4 of the Company's
Articles of Association as follows:
”No shares have any special rights. The shares are issued through VP Securities
A/S in the denomination of DKK 1 per share pursuant to the statutory provisions
governing the issue of listed securities.
Dividends will be paid according to the rules prescribed."
Background of the amendment
The central securities depository of the Company, the Danish Securities Centre,
has changed its name to VP Securities A/S, and to harmonise Article 4 of the
Articles of Association with the actual facts, this amendment on a point of
form is proposed.
2.8.2 It is proposed to amend the wording of Article 4a of the Company's
Articles of Association as follows:
"In the period until 1 May 2012, the share capital may be increased through one
or more issues by the issuance of new shares of a nominal value of up to DKK
100 million following a resolution by the Supervisory Board. The increase may
be effected by payment in cash as well as in any other manner.
If the shares are issued at market price, the Supervisory Board may decide that
the subscription is to be made without pre-emptive rights for existing
shareholders, including that the capital increase can only be subscribed for by
one or more named investors, by creditors' conversion of debt, or as full or
partial payment for acquisition of an existing enterprise or specific assets.
The new shares are negotiable instruments and must be registered in the names
of the holders. No restrictions apply to the transferability of the new shares,
see Article 5.
This authorisation was applied on 29 April 2009 for the purpose of increasing
the share capital by shares of a nominal value of DKK 19 million. The remaining
amount by which the Supervisory Board is authorised to increase the share
capital hereafter makes up a total nominal amount of up to DKK 81 million
shares.
Background of the amendment
As a consequence of the stipulation in Article 5 of the current Articles of
Association that shares in the Company must be issued in the names of the
holders, it is expedient to ensure that any new shares issued in connection
with the exercise by the Supervisory Board of its authorisation to increase the
share capital by subscription for new shares are also registered in the names
of the holders. The amendment therefore only aims at harmonising Article 4a
with Article 5.
2.8.3 It is proposed to amend the wording of Article 4b of the Company's
Articles of Association as follows:
"At the Annual General Meeting held on 26 March 2010, the general meeting
resolved to adopt new general guidelines governing the Company's incentive pay
system for the Company's Executive Board.
The guidelines are published on the Company's website."
Background of the amendment
The proposed Article 4b is to be seen as a consequence of the proposed
amendments to the general guidelines, see agenda item 6.3 above. However,
inclusion of the amended Article 4b of the Articles of Association does not
require adoption separately at the general meeting.
2.8.4 It is proposed to insert the following new provision into the Company's
Articles of Association as Article 4c:
"In the five-year period after the Annual General Meeting held on 26 March
2010, the Company may acquire treasury shares of a nominal value of up to DKK
25 million of the share capital following a resolution of the Supervisory
Board. The consideration for treasury shares may not deviate by more than 5 per
cent from the most recently quoted market price of the shares at the date of
acquisition."
Background of the amendment
The proposed Article 4c is to be seen as a consequence of the proposed
authorisation to acquire treasury shares of agenda item 6.1 above.
2.8.5 It is proposed to insert the following new provision into the Company's
Articles of Association as Article 4d:
"At the Annual General Meeting held on 26 March 2010, the Company authorised
the Supervisory Board of the Company to resolve on the raising of loans against
issuance of convertible debt instruments (convertible loans) and/or to issue
warrants and to resolve on the associated capital increase. The authorisation
is valid until 26 March 2015 and comprises an aggregate nominal amount of up to
DKK 25 million.
The above authorisation may be exercised through one or more issues.
The shareholders of the Company are not to have any pre-emptive rights at the
exercise of this authorisation by the Supervisory Board - be it in connection
with the issuance of warrants or convertible debt instruments or in connection
with the exercise of warrants or the conversion of debt instruments - provided
that the convertible debt instruments or warrants are issued at a subscription,
conversion or exercise price corresponding at least to the market price on the
date of the resolution of the Supervisory Board.
The detailed conditions for issuance of convertible debt instruments and
warrants will be laid down by the Supervisory Board before the date of exercise
or conversion, including the conditions governing the exercise of the warrants,
the loan conditions and the conditions governing the conversion of the debt
instruments, and the recipient's legal position in case of capital increases,
capital reductions, issuance of new warrants, issuance of new convertible debt
instruments and the dissolution, merger or demerger of the Company.
According to the rules of the Companies Act applicable at any time, the
Supervisory Board may re-apply or re-issue any lapsed or non-exercised
convertible debt instruments or warrants, provided that such re-application or
re-issuance is effected on the conditions and within the time limits appearing
from the above authorisation. Re-application means the right of the Supervisory
Board to let another contractual party become a party to an already existing
agreement on warrants or right of conversion. Re-issuance means the possibility
for the Supervisory Board to re-issue new warrants or new convertible debt
instruments under the same authorisation if those already issued have lapsed.
The Supervisory Board may apply to have the convertible debt instruments
admitted for listing and trading on one or more regulated markets in Denmark
and abroad.
In the period until 26 March 2015, the Supervisory Board is authorised to
increase the share capital by a nominal amount up to DKK 25 million through one
or more issues in connection with the exercise of the authorisation to issue
warrants or convertible debt instruments.
The new shares issued as a consequence of this provision must be negotiable
instruments and be registered in the names of the holders. No restrictions
apply to the transferability of the new shares, see Article 5.
The Supervisory Board shall itself lay down the other conditions for effecting
the capital increase, including the date when the rights in respect of such new
shares attach.
A resolution of the Supervisory Board to issue warrants or to raise convertible
loans must be included in the Articles of Association. The Supervisory Board is
authorised to carry out the relevant necessary amendments to the Articles of
Association."
Background of the amendment
The proposed Article 4d is to be seen as a consequence of the authorisation to
issue convertible debt instruments and warrants proposed under item 6.2 of the
agenda.
2.8.6 It is proposed to amend the wording of Article 6 as follows:
"Dividends remaining unclaimed three years after the due date accrue to the
Company."
Background of the amendment
The proposed amendment to shorten the time-limit for claiming dividends from
five years to three years should be seen in connection with the fact that the
previous five-year limitation period prescribed by Act No. 274 of 22 December
1908 on Limitation of Certain Claims (lov om forældelse af visse fordringer)
has been amended to three years in connection with the entry into force of Act
No. 522 of 6 June 2007 on Limitation of Claims (lov om forældelse af
fordringer). The proposed amendment should therefore be seen in the light of
the desire to harmonise the limitation provision of the Articles of Association
with the current legislation on this point.
2.8.7 It is proposed to amend Article 7 of the Company's Articles of
Association as follows:
It is proposed to delete the current Article 7, which has the following
wording, from the Articles of Association:
"By order of the Company, lost share certificates, interim certificates and
letters of rights may be cancelled without judgment according to the related
statutory rules governing negotiable instruments.
The costs of the cancellation are to be borne by the party requesting the
cancellation."
Background of the amendment
As the shares of the Company are listed and electronically registered, a
cancellation provision as the current one of Article 7, which deals with the
procedure related to lost (physical) share certificates and other similar
documents, is out of date and superfluous. To ensure that the Articles of
Association of the Company are streamlined and up to date, it is proposed to
delete the present cancellation provision.
2.8.8 It is proposed to amend Article 8 (originally Article 9) of the Articles
of Association as follows:
The following is proposed for Article 8(6) of the Articles of Association as a
new item on the agenda for the annual general meeting:
"Any proposed resolutions from the Supervisory Board or shareholders to be
considered."
As a consequence of the above, it is proposed to amend the present item 'Any
other business' of Article 8(6) into Article 8(7).
3 Adoption requirements
The following adoption requirements apply for proposed resolutions to be
considered adopted:
(i) The proposals under items 2, 3, 4, 5, 6.1 and 6.3 may be adopted by a
simple majority of votes.
(ii) The proposals under item 6.4 may be adopted if only one shareholder votes
in favour of the proposal. However, this does not apply to the conditional
amendments to the Articles of Association, whose adoption requires that at
least two-thirds of the votes given and of the share capital represented at the
general meeting are in favour of these proposals.
(iii) The proposals under items 6.2 and 6.5 may be adopted if that at least
two-thirds of both the votes given and of the share capital represented at the
general meeting are in favour of the proposals. However, inclusion of the
amended provision reflecting the adoption by the general meeting of the new
general guidelines for incentive pay as set out in Article 4b of the Articles
of Association, see item 6.3, does not require adoption separately at the
general meeting.
4 Amount of share capital and shareholders' voting rights
Pursuant to section 97 of the Companies Act, the following information must be
given: the share capital of the Company amounts to a nominal value of DKK
209,150,000 and is divided into shares of DKK 1. Each share amount of DKK 1
entitles the holder to one vote.
5 Attendance at the Annual General Meeting and voting
Shareholders who want to attend the Annual General Meeting must request an
admission card by Friday, 19 March 2010 at 4:00 p.m. Admission cards may be
requested by contacting VP Investor Services A/S on tel. +45 43 58 88 66 or by
contacting DSV A/S, Banemarksvej 58, 2605 Brøndby, Denmark, in person or in
writing.
Admission cards may also be requested on the website of VP Investor Services
A/S, www.uk.vp.dk/agm, or on the Company's website,
www.dsv.com/annualgeneralmeeting, until Friday, 19 March 2010 at 4:00 p.m.
Shareholders may also appoint a proxy.
The proxy document may be issued electronically at www.uk.vp.dk/agm or in
writing using a proxy form which can be downloaded from the Company's website,
www.dsv.com/annualgeneralmeeting, until Friday, 19 March 2010 at 4:00 p.m.
The signed proxy form must be sent to VP Investor Services A/S, Weidekampsgade
14, 2300 Copenhagen S, Denmark, or sent by fax at +45 43 58 88 67 or email to
vpinvestor@vp.dk
Proxy documents must have been received by VP Investor Services A/S by Friday,
19 March 2010 at 4:00 p.m.
A shareholder must meet one of the following criteria to be eligible for an
admission card, including voting papers, or a proxy form:
(i) be a shareholder registered by name in the register of shareholders of the
Company by 19 March 2010 at 4:00 p.m.;
(ii) be a shareholder holding a non-bearer share, but not yet registered in the
register of shareholders of the Company, provided that the shareholder
evidences his or her title in the form of, e.g., a VP printout or the like by
19 March 2010 at 4:00 p.m.; or
(iii) hold bearer shares, provided that the shareholder evidences his or her
title in the form of, e.g., a VP printout or the like by Friday 19 March 2010
at 4:00 p.m.
6 Further information on the Annual General Meeting
The agenda and the complete proposed resolutions are included in this notice.
Further information on the Annual General Meeting, including the 2009 Annual
Report, the total number of shares and voting rights on the date of the notice
convening the Annual General Meeting, this notice, including the agenda and the
complete proposed resolutions as well as the other documents to be presented at
the Annual General Meeting, that is, proposed Articles of Association,
including Appendix 1, and a proxy form for use for the Annual General Meeting,
is available on the Company's website, www.dsv.com/annualgeneralmeeting.
As from Thursday, 11 March 2010, the information will also be available for
inspection by the shareholders at the registered office of DSV A/S at
Banemarksvej 58, 2605 Brøndby, Denmark.
The securities issuer is Danske Bank, through which shareholders can exercise
their financial rights.
7 Questions from shareholders
Shareholders will have an opportunity to ask questions about the agenda and the
other material for use at the Annual General Meeting both before and during the
meeting.
Shareholders may ask questions about the agenda or the documents, etc., for the
Annual General Meeting by contacting DSV A/S, Banemarksvej 58, 2605 Brøndby,
Denmark, in person or in writing or by emailing helle.k.hansen@dsv.com.
Yours sincerely,
DSV A/S
Kurt K. Larsen Jens Bjørn Andersen
Chairman of the Supervisory Board CEO