MINUTES OF ANNUAL GENERAL MEETING April 2010

Transcription

1 MINUTES OF ANNUAL GENERAL MEETING April 2010 Minutes of the annual general meeting of FirstFarms A/S CVR no held on 20 April 2010 at Konferencecentret, Hotel Legoland, Aastvej 10B, 7190 Billund, Denmark, with the following Agenda: 1. Report on the company s activities 2. Presentation of the annual report with the auditors report for approval and grant of discharge to the Board of Directors 3. Resolution on the appropriation of profit or covering of loss according to the approved annual report 4. Election of board members 5. Appointment of auditor 6. Proposals from the Board of Directors and shareholders 6.a Necessary amendments to the Articles of Association as a consequence of the new Companies Act 6.b Other amendments to the Articles of Association as a consequence of the new Companies Act 6.c Additional amendments to the Articles of Association 6.d Authorisation to acquire own shares 6.e Delegation of authority to the chairman of the meeting 7. Any other business Chairman of the Board of Directors, Henrik Hougaard, opened the meeting by giving a warm welcome to the participants and by informing the meeting that the Board of Directors had appointed Mr Steen Jensen, lawyer, of Bech-Bruun Law Firm chairman of the annual general meeting.

2 The chairman of the meeting explained the requirements under the Articles of Association as to form of notice, its content and other issues, see article 7 in the Articles of Association. The chairman of the meeting noted that the meeting had been duly convened through notice in the Danish national newspaper Jyllands-Posten on 7 April 2010, through notice on NASDAQ OMX (the Copenhagen Stock Exchange) and by on 6 April 2010, and that all necessary information had been made available at the company s website. The chairman of the meeting then declared the meeting duly convened and legally competent so resolve upon the items on the agenda. For the purpose of these minutes, it is noted that the maximum possible number of votes at the general meeting was 4,712,241 relative to the Company s total share capital of DKK 471,224,100 divided into shares of a nominal amount of DKK 10 each. A total of 972,814 votes representing DKK 9, nominal value of the share capital were represented in person or by proxy at the general meeting. The chairman of the meeting then presented the main items on the agenda. The chairman of the meeting informed the meeting that items 1, 2 and 3 would be treated together, meaning that the Board of Directors would report on the Company s activities, present the annual report with the auditors report for subsequent discussion and adoption and a resolution would be made on the appropriation of any profit or loss. Under item 1 of the agenda the chairman of the meeting gave the floor to the chairman of the Board of Directors, Henrik Hougaard. 1) Report on the Company s activities 2) Presentation of the annual report with the auditors' report for approval and grant of discharge to the Board of Directors 3) Resolution on the appropriation of profit or covering of loss according to the approved annual report Henrik Hougaard reported on the Company s activities in The report, which was based on the report of the Board of Directors printed in the Annual Report, is attached to these minutes and will be made available for the shareholders' inspection at the Company s websites and Per Villumsen and Jørgen Svendsen presented the annual report for 2009 in extract and at the same time gave an account of certain organisational issues in the Company and the development in the most essential parts of the Company s operations. There were questions from the attending shareholders as to various operational issues in relation to the group s production units in Slovakia and Romania, about the justification of the implemented initiatives and as to specific types of crops and livestock. A few questions were also asked to the presented financial statements with regards to cost and salary levels and the relevance of continued Danish administration. 2

3 Chairman of the Board of Directors Henrik Hougaard and CEO Per Villumsen answered these questions. The chairman of the meeting noted that an accounting loss of DKK 37,070 thousand was recorded in the approved annual report for The chairman of the meeting noted that the amount of DKK 37 million specified in the proposal was the profit for the group, but that the meeting was to resolve on the appropriation of the profit of the parent company which according to the approved annual report amounted to DKK 6,383 thousand. The chairman of the meeting also referred to page 39 of the annual report. The chairman of the meeting noted that the audit opinion on the annual report was without qualifications or emphasis of matter. The report of the Board of Directors was then adopted. The general meeting adopted the annual report for 2009 by unanimous decision, granted discharge to the Board of Directors and adopted the proposal to carry forward the profit to next year by unanimous decision. 4) Election of Board members The chairman of the meeting informed the meeting that all board members were up for election and that a proposal had been made for the re-election of all members to the Board of Directors. At the request of the chairman of the meeting, information about the candidates' managerial posts was provided. Another candidate was presented; Asger Overgaard, who informed about some of his other managerial posts. The Board of Directors proposed that the Board of Directors consist of five members only, for which reason a voting on the number of board members to be elected took place. 953,066 votes voted in favour of a Board of Directors consisting of five members and 7,812 votes voted in favour of a Board of Directors consisting of six members. The following candidates were all elected to the Board of Directors with more than 782,980 votes: Henrik Hougaard, Lars Thomassen, Kjeld Iversen, Jens Møller and Per Villumsen. Asger Overgaard received 189,468 votes and was not elected. It is noted for the purpose of these minutes that the Board of Directors elected Henrik Hougaard Chairman. 3

4 5) Appointment of auditor The chairman of the meeting informed the meeting that the Board of Directors proposed the re-appointment of KPMG Statsautoriseret Revisionspartnerselskab. There being no other proposals, KPMG Statsautoriseret Revisionspartnerselskab was reappointed. 6) Proposals from the Board of Directors and the shareholders The chairman of the meeting noted that the Board of Directors proposed to amend the Company s Articles of Association in preparation for the new Companies Act and for general updating purposes. 6.a Necessary amendments to the Articles of Association as a consequence of the new Companies Act The chairman of the meeting presented the following proposed amendments to the Articles of Association under item 6a of the agenda: 1. In article 5.4 and appendix 6.1(a), article 6.2 (iii), of the Danish version of the Articles of Association (become article 4.4 and appendix 5.1(a), article 6.2, after adoption of the proposal under item 6.b.1.) aktiebog is changed to ejerbog and aktiebogfører is changed to ejerbogfører. These amendments to the Danish version of the Articles of Association have no bearing on the terminology used in the English version of the Articles of Association. 2. In articles 6., 6.1, 6.2 and 6.5 of the Danish version of the Articles of Association (become articles 5, 5.1, 5.2 and 5.5, respectively, after adoption of the proposal under item 6.b.1) the Danish words for warrants ( aktietegningsoptioner and aktietegningsoptionerne ) are changed to warrants. 3. As a consequence of the new Companies Act, references to the former Companies Act are replaced by references to the new Companies Act as follows: - In articles 6.1 and 6.2 of the Articles of Association (become articles 5.1 and 5.2 after adoption of the proposal under item 6.b.1) section 40 b of the Companies Act is changed to section 169 of the Companies Act, cf. section In article 6.3 of the Articles of Association (becomes article 5.3 after adoption of the proposal under item 6.b.1) section 37 of the Companies Act is changed to section 155 of the Companies Act" - In appendix 6.1(a), article3.5, of the Articles of Association (becomes appendix 5.1(a), article 3.5, after adoption of the proposal under item 6.b.1) the reference to section 36, subsection 2 of the Companies Act is changed to sections 174 and 175 of the Companies Act 4

5 - In appendix 6.1(a), article 4.2 (iii), of the Articles of Association (becomes appendix 5.1(a), article 4.2 (iii), after adoption of the proposal under item 6.b.1) the reference to section 44a of the Companies Act is changed to section 188 of the Companies Act - In appendix 6.1(a), article 4.7, of the Articles of Association (becomes appendix 5.1(a), article 4.7, after adoption of the proposal under item 6.b.1) the reference to section 2 of the Companies Act is changed to section 7 of the Companies Act. 4. In article 7.2 of the Articles of Association (becomes article 6.2 after adoption of the proposal under item 6.b.1) the represent wording is changed to: "Extraordinary general meetings shall be held when decided by the general meeting, the Board of Directors, upon the request of the Company's auditor or when requested in writing by shareholders holding at least 5% of the share capital for the consideration of a specific issue." 5. In article 7.3 of the Articles of Association (becomes article 6.3 after adoption of the proposal under item 6.b.1) the present wording is changed to: "General meetings annual as well as extraordinary shall be convened by no more than five weeks' and no less than three weeks' notice. Extraordinary general meetings shall be convened no later than two weeks from the Board of Directors' receipt of a request to that effect. 6. In article 7.5 of the Articles of Association (becomes article 6.5 after adoption of the proposal under item 6.b.1) the present wording is changed to: "The notice convening the general meeting shall state the date, time and place of the general meeting as well as the agenda of all business to be transacted at the general meeting. If the general meeting is to consider a proposal to amend the Articles of Association, the agenda shall specify the essence of such proposal. 7. In article 7.6 of the Articles of Association (becomes article 6.6 after adoption of the proposal under item 6.b.1) the present wording is changed to: "No later than three weeks prior to a general meeting, including the date of the general meeting, the following information shall be available for the shareholders' inspection at the company s website and be forwarded to any shareholder who has so requested: - The notice convening the general meeting - The total number of shares and voting rights on the date of the notice to convening the general meeting 5

6 - The documents required to be submitted at the general meeting, including, with respect to the annual general meeting, the latest audited annual report - The agenda and the complete wording of the proposals - Forms to be used for proxy voting and ballots. 8. As a new article 7.9 (becomes article 6.9 after adoption of the proposal under item 6.b.1) the following is inserted: "Proposals from shareholders to be considered at the annual general meeting shall be submitted in writing to the Board of Directors no later than six weeks before the date of the general meeting. The Board of Directors decides whether the proposal has been received in time for the issue to be included in the agenda. The chairman of the meeting informed the meeting that the numbering of the subsequent articles is changed accordingly. 9. Article 8.3 of the Articles of Association becomes a new article 8.1 (becomes article 7.1 after adoption of the proposal under item 6.b.1) and articles of the Articles of Association become new articles (becomes articles after adoption of the proposal under item 6.b.1) with the following wording: "A shareholder's right to attend and vote at the general meeting is determined on the basis of the number of shares held by the relevant shareholder on the registration date, which is one week prior to the date of the general meeting. Attendance at the general meeting is furthermore subject to the shareholder no later than three days prior to the date of the relevant general meeting having requested an admission card for the general meeting in question. Admission cards will be issued to any such persons who according to the register of shareholders are registered shareholders as at the registration date. Shareholders who are not registered in the register of shareholders shall in order to obtain an admission card submit a deposit transcript from VP Securities A/S or the custodian institution documenting the shareholder's shareholding on the registration date. The shareholder's voting rights may be exercised by a proxy who does not need to be shareholder, provided that the proxy proves his right to attend at the general meeting by presenting an admission card and a written, dated instrument of proxy in accordance with the requirements of applicable Danish legislation. A shareholder or a proxy are entitled to attend general meetings together with an adviser, subject to prior notification as mentioned above. 6

7 The shareholder's voting rights may also be exercised by postal vote which must reach the Board of Directors prior to the general meeting. A vote received by the Board of Directors is irrevocable and binding upon the shareholder. Members of the press have access to general meetings." The chairman of the meeting informed the general meeting that the adoption of the proposals was subject to one single shareholder voting in favour of the proposals, cf. Consolidating Act No. 172 of 22 February 2010 on the staggered commencement of the Act on public limited companies and private limited companies (the Companies Act). The general meeting adopted the proposals to amend the Articles of Association by unanimous decision. 6.b Other amendments to the Articles of Association as a consequence of the new Companies Act The chairman of the meeting presented the following proposals to amend the Articles of Association under item 6b of the agenda: 1. Article 2 of the Articles of Association regarding registered office is deleted as it is no longer required that the company s registered office is specified in the Articles of Association. The chairman of the meeting informed the general meeting that there are no plans of moving the company s registered office. The numbering of the subsequent articles in the Articles of Association and references thereto in articles 6.1(a), 6.1(b), 6.4, appendix 6.1(a) (headline), appendix 6.1(a), articles 1.1, 4.1 (iv), 4.3 (iii), 9.1 and 9.2 and appendix 6.1(b) (headline), appendix 6.1(b), articles 1.1, 3.1, 3.1 (i), 3.1 (vi) and 3.1 (vii) is changed accordingly. 2. In article 7.4 of the Articles of Association (becomes article 6.4 after adoption of the proposal under item 6.b.1) the present wording is changed to: "General meetings are convened by the Board of Directors by electronic mail to each registered shareholder who has so requested and by publication at the Company s website If the information contained in the register of shareholders is insufficient or incorrect, the company's Board of Directors will not be obliged to seek to rectify the incorrect information or to give notice of meetings in any other manner." The chairman of the meeting informed the meeting that the adoption of the proposals was subject to 2/3 of the votes cast as well as of the voting share capital represented 7

8 at the annual general meeting voting in favour of the proposals, cf. section 106(1) of the Companies Act. The general meeting adopted the proposals to amend the Articles of Association by unanimous decision. 6.c Additional amendments to the Articles of Association The chairman of the meeting presented the following proposals to amend the Articles of Association under item 6c of the agenda: 1. In article 5.3 of the Articles of Association (becomes article 4.3 after adoption of the proposal under item 6.b.1) Danish Securities Centre is changed to "VP Securities A/S as a consequence of its name change. 2. In article 5.4 the Articles of Association (becomes article 4.4 after adoption of the proposal under item 6.b.1) I-NVESTOR DANMARK A/S is changed to Computershare A/S as a consequence of its name change and Kongevejen 118 is changed to Kongevejen 418". The amendments to the Articles of Association appear from the draft Articles of Association attached to these minutes and will be made available for the shareholders' inspection at the Company s website. The chairman of the meeting informed the meeting that the adoption of the proposals was subject to 2/3 of the votes cast as well as of the voting share capital represented at the annual general meeting voting in favour of the proposals, cf. section 106(1) of the Companies Act. The general meeting adopted the proposed amendments to the Articles of Association by unanimous decision. 6.d Authorisation to acquire own shares The chairman of the meeting then presented the proposal under item 6.d of the agenda to authorise the Board of Directors to acquire own shares: d. proposal that the Board of Directors be authorised in the period until the next annual general meeting to let the Company acquire own shares within a total nominal value of 10% of the Company s share capital at a price which must not deviate by more than 10% from the price quoted on NASDAQ OMX Copenhagen A/S on the acquisition date. The general meeting adopted the proposal to authorise the Board of Directors to acquire owns shares by unanimous decision. 8

9 6.e Delegation of authority to the chairman of the meeting The chairman of the meeting then presented the proposal to delegate authority to the chairman of the meeting to apply for registration of the resolutions passed: e. proposal that the chairman of the meeting with full right of substitution be authorised to apply for registration of the resolutions passed and to make any such amendments thereto as may be required or requested by the Danish Commerce and Companies Agency, VP Securities A/S, NASDAQ OMX Copenhagen A/S or any other authority as a condition for registration or approval. The proposal to authorise the chairman of the meeting with full right of substitution to apply for registration of the resolutions passed was adopted by unanimous decision. 7) Any other business After a few supplementary comments from the attendants, the chairman of the meeting stated that there was no further business on the agenda to be transacted. Henrik Hougaard thanked the shareholders for a large attendance and for the orderly manner in which the meeting had been conducted. He then declared the general meeting closed. Thus resolved. Chairman of the meeting Chairman of the Board of Directors Steen Jensen Henrik Hougaard 9