29.01.2010 - Company announcement

Annual General Meeting of Per Aarsleff A/S January 2010

On 29 January 2010, the Annual General Meeting of Per Aarsleff A/S adopted the annual report for 2008/2009, including the proposal from the Board of Directors to distribute a dividend of 24% of the share capital.

It was decided to authorise the Board of Directors, until the next Annual General Meeting, to allow the Company to acquire treasury shares within a total nominal value of 10% of the company share capital, cf. Section 48 of the Danish Public Companies Act. The payment must not deviate by more than 10% from the price listed on NASDAQ OMX Copenhagen A/S at the time of acquisition.

In addition, the following proposals for amendments of the articles of association were approved: 

  • In Article 7, the first section on holding and convening of the Company’s Annual General Meeting shall be replaced by the following section:  

“General meetings of the Company shall be held in Aarhus or Copenhagen as decided by the Board of Directors. General meetings shall be convened by notice published in the Official Gazette, a Copenhagen daily paper and a local daily paper and by notice in writing, including by e-mail, to the registered shareholders who have submitted a request to that effect”. 

  • As new Article 14 the section on electronic communication shall be inserted:

“All communication from the Company to the shareholders may take place electronically by e-mail or at the Company’s website, www.aarsleff.com, instead of by forwarding or presenting paper-based documents. 

Electronic communication between the Company and the individual shareholders shall, irrespective of any formalities stated in the provisions regarding the documents and announcements in question, alone include the following documents and announcements: 

  • Notice of the Annual General Meeting
  • Proxy to the Annual General Meeting
  • Admission card to the Annual General Meeting
  • Agenda and proposals in full
  • Minutes of the Annual General Meeting
  • The Company’s articles of association
  • Annual report.

The Company is under an obligation to request registered shareholders to provide an electronic address to which announcements and the like are to be sent. It is the responsibility of the individual shareholder to ensure that the Company has the correct electronic address.

On the Company’s website, www.aarsleff.com, shareholders may find more detailed information about system requirements and the procedures for electronic communication”. 

As a consequence of the new Article 14, the present Articles 14 and 15 are changed to Articles 15 and 16. 

The following members of the Board of Directors were elected by the general meeting: 

  • Niels S. Møller, re-elected
  • Andreas Lundby, re-elected
  • Carsten Fode, re-elected
  • Peter Arndrup Poulsen, newly elected board member

The following employee board members have previously been elected: 

  • Leif Endersen
  • Søren Kristensen 

PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab was elected as auditor.

No other material information, which has not already been disclosed, was presented at the Annual General Meeting.

At a statutory board meeting held immediately after the Annual General Meeting, the Board of Directors elected Niels S. Møller as chairman and Andreas Lundby as deputy chairman.