Notice of AGM
19 Marzo 2003 - 9:09AM
UK Regulatory
Stock Exchange Release
Stock Exchange Release No.
5/03 19 March 2003
Notice of Annual General Meeting
ISS A/S announces that the Annual General Meeting will be held on
Wednesday 9 April 2003 at 5 p.m. at Bella Center, K�benhavn S,
Denmark.
Notice is hereby given that the Annual General Meeting of the Company
will be held on
Wednesday 9 April 2003 at 5.00 p.m.
at Bella Center, Main Entrance West, 5 Center Boulevard,
2300 Copenhagen S, Denmark
with the following agenda:
1. Directors' report.
2. Presentation of the 2002 audited annual report for
approval.
3. Proposal that the Board of Directors and Board of
Management be granted discharge.
4. In accordance with the annual report, the Board of
Directors proposes that a dividend of DKK 2.- per share be paid to
the shareholders, and that the remaining net profit for 2002, DKK 158
million, be transferred to the reserves.
5. Proposal from the Board of Directors that the balance of
the Share Premium Account, DKK 583 million, be allocated to a
separate fund to be applied only pursuant to a resolution of the
shareholders.
6. Proposal concerning authorisation to the
Company's Board of Directors pursuant to the provisions contained in
Section 48 of the Companies Act to allow the Company or its wholly
owned subsidiaries to acquire shares in the Company corresponding to
a maximum of 10% of the share capital of the Company.
The maximum/minimum price, which may be paid for the shares, is the
quoted stock exchange price at the time of acquisition plus or minus
10%. The authorisation thus conferred shall expire on the date of the
Company's Annual General Meeting in year 2004.
7. Authorisation to the Board of Directors:
Proposal that the Board of Directors during the period up to and
including 9 April 2008 be granted authorisation to issue warrants for
subscription of ISS shares of up to DKK 8.000.000 par value (400.000
shares) by insertion of the following new provision in the Articles
of Association as � 6 (7):
"(7) In the period until 9 April 2008 the Board of Directors shall be
authorised to issue warrants, through one or more issues, in favour
of managers and officers or particularly qualified employees of the
Company, its subsidiaries and affiliated companies. The warrants
entitle the holders to subscribe for new shares of up to DKK
8,000,000 par value (400,000 shares). The Company's shareholders
shall have no pre-emptive rights to warrants issued pursuant to this
authorisation. The warrants shall be issued without consideration.
The Board of Directors shall lay down the detailed terms governing
the warrants to be issued pursuant to this authorisation. The Board
of Directors shall be authorised to effect the capital increase
necessitated by the exercise of the warrants."
It is proposed that the Board of Directors or the delegate of the
Board be authorised to notify the Danish Commerce and Companies
Agency and to carry out such amendments - including corrections to
the documents drafted - which may be requested by the Commerce and
Companies Agency for the registration.
7. Election of members to the Board of Directors.
Mr. Arne Madsen, Attorney-at-Law, has informed the Board that he does
not offer himself for re-election. In his place Mr. Claus H�eg
Madsen, Attorney-at-Law, is proposed elected as new member. Mr. Erik
S�rensen, Managing Director, and Professor Peter Lorange are proposed
re-elected.
The proposal to elect Mr. Claus H�eg Madsen reflects the desire of
the Board also in the future to include a business lawyer among its
members.
Mr. Claus H�eg Madsen (57) has since 1978 been a partner in the law
firm Jonas Bruun. He is a board member in
Nordea AB
Genpack A/S
Singer Danmark A/S
Scanbox Entertainment Danmark A/S
Ejendomsselskabet Ny M�rumvej 260 A/S
Furthermore Mr. Claus H�eg Madsen is a board member of a number of
non-profit foundations.
In respect of Messrs. Erik S�rensen and Peter Lorange reference is
made to the summaries on pages 122-123 in the annual report.
9. Election of auditors.
KPMG C. Jespersen and Deloitte & Touche, Statsautoriseret
Revisionsaktieselskab, are proposed for re-election as auditors.
10. Any other business.
For the authorisation in item 7 to be adopted, at least two thirds of
both the votes cast and of the voting share capital represented at
the General Meeting must vote in favour of the proposal.
Admission cards and voting papers for use at the General Meeting can
be obtained upon your completion and return of the enclosed form to
Danske Bank
Girostroeget 1, A1-164
0800 Hoeje Taastrup
Telefax +45 43 39 46 69
to be received by Danske Bank no later than on 7 April 2003 at 9.00
a.m.
Admission cards and voting papers may also be ordered from the
Company's website
www.issworld.com or from the website of Danske Bank
www.danskebank.dk/GFISS
or may be collected, against proper identification, at the Company's
address: 30 Bredgade, DK-1260 Copenhagen K, Denmark from 31 March to
7 April 2003 (both days inclusive) Monday to Friday from 9.00 a.m. to
12.00 noon and from 1.00 to 3.00 p.m. Collection of documents on 7
April 2003 will have to be effected before 12.00 noon.
In case you are unable to attend the General Meeting, you may decide
to grant proxy to the Chairman of the Board of Directors to vote on
your behalf according to the attached proxy form.
Article 14 of the Company's Articles of Association applies in
respect of right of admission and exercise of voting rights.
The Company's annual report is accessible on ISS' Investor Relations
website www.investor.issworld.com
If you have any queries in connection with the above, please contact
Karina Deacon, Vice President, Investor Relations, or Carsten Rich,
General Counsel.
Yours faithfully,
ISS A/S
The Board of Directors
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Copyright � Hugin ASA 2003. All rights reserved.