Reported via Company News Service on 6 September 2007:
To Keops A/S' shareholders
An extraordinary general meeting is convened for
Monday, 17 September 2007, at 3 p.m. (CET)
at Keops A/S, Scandiagade 8, 2450 Copenhagen SV.
Agenda:
1. Election of Board of Directors
2. Approval of remuneration to the Supervisory Board
3. Resolution to authorise the Supervisory Board to distribute interim
dividends and accordingly to insert an authorisation into the Articles of
Association as a new article 5.4 with the following wording: "The Supervisory
Board is authorised by the general meeting to resolve to distribute interim
dividend."
4. Resolution to authorise the Supervisory Board to apply for a delisting of
the Company's shares on the OMX Nordic Exchange Copenhagen A/S.
5. Resolution to authorise the Supervisory Board to decide that the Company's
shares shall cease being registered with the Danish Securities Centre.
6. Resolution to authorise the Supervisory Board to delete article 4.8 of the
Articles of Association in connection with a delisting of the Company from OMX
Nordic Exchange Copenhagen A/S. Article 4.8 has the following wording: "The
shares are listed on the Copenhagen Stock Exchange."
7. Resolution to authorise the Supervisory Board to amend the Articles of
Association in connection with the Company's shares cease being registered with
the Danish Securities Centre
a) It is proposed to authorise the Supervisory Board to delete article 4.3.
Article 4.3 has the following wording: "The shares have been issued through the
Danish Securities Centre, and rights relating to the shares are reported to the
Danish Securities Centre according to the rules to this effect."
b) It is proposed to authorise the Supervisory Board to delete article 4.9.
Article 4.9 has the following wording: "Dividend is paid via the Danish
Securities Centre according to the rules set out to this effect."
c) It is proposed to authorise the Supervisory Board to amend article 4.11 by
removing the reference to a securities centre. Article 4.11 has the following
wording: "By measures taken by the Company, the shares may be cancelled without
judgement in accordance with the rules to this effect for shares issued through
a securities centre." (i.e. the words ”for shares issued through a securities
centre" will be deleted)
d) It is proposed to authorise the Supervisory Board to delete article 7.11.
Article 7.11 has the following wording: "A print-out from the Danish Securities
Centre may only serve as identification if the print-out is dated no more than
two weeks before the general meeting."
8. Resolution to amend article 7.3 of the Articles of Association to delete the
requirements to give notice of general meeting by letter to all shareholders
and in a national newspaper and in stead convene general meetings by notice in
the electronic information system of the Danish Commerce and Companies Agency
(Erhvervs- og Selskabsstyrelsen) and by written notice to all shareholders
registered in the register of shareholders who have so requested.
9. Authorisation to the Supervisory Board to register the decisions taken at
the general meeting with a right of substitution.
Pursuant to Section 70 of the Danish Companies Act, Fasteignafélagið Stoðir hf.
has requested the Supervisory Board of Keops A/S to convene an extraordinary
general meeting. The proposals on the agenda to be considered at the general
meeting have been presented by Fasteignafélagið Stoðir hf. The proposals are
explained in further detail below.
Re 1:
Steen Hundevad Knudsen and Jesper Eigen Møller have informed the Company that
they resign from the Supervisory Board as of the day of the general meeting.
Re 2:
It is proposed to approve a remuneration to the Supervisory Board for 2007
equal to a total annual remuneration of DKK 2,250,000. However, resigning board
members will only receive a remuneration corresponding to the time that they
have served on the board.
Re 3:
It is proposed to authorise the Supervisory Board to distribute interim
dividends pursuant to the rules of Section 109a of the Danish Companies Act.
Accordingly the following authorisation is proposed to be inserted into the
Articles of Association as a new article 5.4: "The Supervisory Board is
authorised by the general meeting to resolve to distribute interim dividend."
Re 4:
It is proposed that the Supervisory Board of the Company be authorised to apply
for a delisting of the Company's shares on OMX Nordic Exchange Copenhagen A/S.
Re 5:
It is proposed that the Supervisory Board of the Company be authorised to
decide that the Company shall cease being registered with the Danish Securities
Centre.
Re 6:
It is proposed that the Supervisory Board of the Company be authorised to
delete article 4.8 of the Articles of Association in connection with a
delisting of the Company from OMX Nordic Exchange Copenhagen A/S. Article 4.8
has the following wording: "The shares are listed on the Copenhagen Stock
Exchange."
Re 7a:
It is proposed that the Supervisory Board of the Company be authorised to
delete article 4.3 of the Articles of Association in connection with the
Company's shares cease being registered with the Danish Securities Centre.
Article 4.3 has the following wording: "The shares have been issued through the
Danish Securities Centre, and rights relating to the shares are reported to the
Danish Securities Centre according to the rules to this effect."
Re 7b:
It is proposed that the Supervisory Board of the Company be authorised to
delete article 4.9 of the Articles of Association in connection with the
Company's shares cease being registered with the Danish Securities Centre.
Article 4.9 has the following wording: "Dividend is paid via the Danish
Securities Centre according to the rules set out to this effect."
Re 7c:
It is proposed that the Supervisory Board of the Company be authorised to amend
article 4.11 of the Articles of Association in connection with the Company's
shares cease being registered with the Danish Securities Centre. After the
amendment article 4.11 shall read: "By measures taken by the Company, the
shares may be cancelled without judgement in accordance with the rules to this
effect."
Re 7d:
It is proposed that the Supervisory Board of the Company be authorised to
delete article 7.11 of the Articles of Association in connection with the
Company's shares cease being registered with the Danish Securities Centre.
Article 4.11 has the following wording: "A print-out from the Danish Securities
Centre may only serve as identification if the print-out is dated no more than
two weeks before the general meeting."
Re 8:
Resolution to amend article 7.3 of the Articles of Association to delete the
requirements to give notice of general meeting by letter to all shareholders
and in a national newspaper and in stead convene general meetings by notice in
the electronic information system of the Danish Commerce and Companies Agency
(Erhvervs- og Selskabsstyrelsen) and by written notice to all shareholders
registered in the register of shareholders who have so requested. After the
amendment article 7.3 shall read: "General meetings are convened by the
Supervisory Board giving at least eight days' and no more than four weeks'
notice by notice in the electronic information system of the Danish Commerce
and Companies Agency (Erhvervs- og Selskabsstyrelsen) and by written notice to
all shareholders registered in the register of shareholders who have so
requested.
Re 9:
It is proposed to authorise the Supervisory Board with a right of substitution
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 or any other public authority as a condition for registration
or approval.
***
The complete agenda and comments are available for review at the Company's
premises as from eight days before the extraordinary general meeting and may be
requested by interested parties on telephone +45 3341 0000.
Access to the extraordinary general meeting
Any shareholder is entitled to attend the general meeting when this shareholder
at least five days before the date of the general meeting against due
identification has obtained an entrance card in the Company's offices. The
shareholder may attend the meeting with an advisor. A print-out from VP
Securities Services may only serve as identification if the printout is dated
no more two weeks before the general meeting.
Voting right at the extraordinary general meeting
Any shareholder who at least five days before the extraordinary general meeting
has obtained an entrance card is entitled to vote at the general meeting.
Voting may be carried out according to authority when the proxy, against
submission of authority, has obtained an entrance card to attend on behalf of
the principal. The proxy is to present written and dated authority which shall
not be granted for more than one year. For shares acquired on transfer, no
voting right shall be exercised at general meetings convened before the shares
have been registered by name in the register of shareholders, or before the
shareholder has reported and documented his acquisition.
The share capital of the Company is nominal DKK 181,522,253 divided into shares
of DKK 1 or multiples thereof. At the general meeting, each share of DKK 1.00
carries one vote. Amagerbanken is the share issuing institute of the Company.
The shareholders may exercise their financial rights through Amagerbanken. Any
resolution passed at general meetings is passed by ordinary majority, unless
the Danish Public Companies Act prescribes special rules on representation and
majority.
Adoption of the proposals made under items 4 - 8 of the agenda are subject to
not less than 2/3 of the votes cast as well as of the voting share capital
represented at the general meeting voting in favour of the proposals. Adoption
of the proposals made under items 1 - 3 are subject to a simple majority of
votes. Finally, adoption of the proposal made under item 9 is subject to the
same majority as each individual proposal on the agenda.
Supervisory Board
Please address questions relating to this Notice to Company Secretary Klaus
Lund on telephone +45 3378 4000.
