Minutes of the extraordinary general meeting of Auriga Industries A/S held on 23 November 2015 at Comwell Hotel Aarhus

Transcription

1 Side 1 Minutes of the extraordinary general meeting of Auriga Industries A/S held on 23 November 2015 at Comwell Hotel Aarhus On 23 November 2015 at am CET, an extraordinary general meeting in Auriga Industries A/S, CVR no , was held. The general meeting was held at Comwell Hotel Aarhus, Værkmestergade 2, DK-8000 Aarhus, Denmark. Jens Due Olsen, Chairman of the Board of Directors, welcomed the attendants with the following announcement: Dear shareholders and guests welcome to this extraordinary general meeting, which in many ways differs from the general meetings previously held in Auriga especially due to the items on the agenda today, which marks the end of Auriga as a listed company, but also due to the few participants that have chosen to appear today, which also reflects the phasing out of Auriga in a perfectly natural way. My name is Jens Due Olsen and I am the Chairman of Auriga Industries Board of Directors. The last time we met at the annual general meeting on 30 April 2015 the shareholders decided to authorise the Board of Directors to distribute extraordinary dividend. The distribution took place on 16 June 2015, when Auriga paid a total of DKK 8.2bn to the shareholders, equivalent to an extraordinary dividend of DKK 323 per share before the deduction of withholding tax on dividends. This extraordinary dividend was equivalent to most of the net proceeds from the sale of Cheminova, which was sold at total cash price of DKK 8.5bn. Back then, we promised that any residual amount would be distributed at a later stage, and the final distribution of the remaining funds in Auriga is one of the items on the agenda of today s general meeting, while the other item is the delisting of Auriga as a listed company. In the past months we have focused on how to phase out the remaining activities in Auriga. The object has been to ensure the best possible distribution method to the shareholders with the subsequent delisting of Auriga from Nasdaq Copenhagen. This process has not been without challenges and as part of the preparation, we have communicated with several relevant authorities and other stakeholders. Lastly, the Board of Directors concluded that liquidation was not a realistic possibility. Therefore, we have concluded that the best solution is to carry through a share buy-back that will enable all Class B shareholders to obtain their share of the remaining funds in Auriga, equivalent to the amount, which they could have expected to obtain in a liquidation. With these initial comments and a great thank you to all who are here today I will give the floor to attorney Klaus Søgaard from Gorrissen Federspiel, who has been requested by the Board of Directors to act as chair of the meeting, since he has previously handled this task with great care at several of our general meetings.

2 Side 2 The chair informed that a total of 11 shareholders or proxies with voting rights were present at the general meeting. 20 shareholders had voted in advance by voting instruction or by post. In total, % of all votes and % of the total share capital were represented at the meeting after reduction of treasury shares. The chair outlined the provisions of the Companies Act and the company s articles of association governing notice of extraordinary general meetings and declared that the general meeting had been lawfully convened and formed a quorum. The chair informed the general meeting of the rules under section 101(5) and (6) of the Companies Act, according to which a full account of the individual voting result may be demanded. The chair informed that both proposals on the agenda were subject to adoption by simple majority of votes. The general meeting subsequently commenced with the consideration of the items on the agenda. 1 Proposal from the Board of Directors regarding acquisition of treasury shares The chair informed that the Board of Directors had proposed that the general meeting authorise the Board of Directors until the annual general meeting in 2016 to let the company acquire treasury Class B shares with a nominal value of up to DKK 3,600,000 (equivalent to 70.6 % of the total share capital and 100 % of the Class B share capital at the time of the authorisation) at a purchase price of DKK 2.60 per Class B share with a nominal value of DKK The chair referred to company announcement no. 21/2015 of 30 October 2015, in which it was announced that the Board of Directors intended to initiate a share buy-back programme in order to distribute the Class B share capital s share of the company s remaining funds following the sale of Cheminova A/S to the Class B shareholders. The chair informed that there is currently no actual operating activity in Auriga, and the Board of Directors has thus focused on establishing a process for distribution of the remaining funds in the company to the shareholders. Auriga has been in dialogue with the company s major shareholder and several relevant authorities to investigate the company s options. In addition, the chair informed that the Board of Directors based on those discussions had assessed that it would not be possible to implement a liquidation of the company in practice and therefore proposed that the general meeting grant the above-mentioned authorisation to the Board of Directors in order for the company to initiate a share buy-back programme, which provides the Class B shareholders with a possibility to sell their Class B shares in the company and thus obtain their proportionate part of the remaining funds in Auriga.

3 Side 3 The chair informed that the company s major shareholder, Aarhus University Research Foundation (the Foundation ) has indicated that it supports the share buy-back programme and that the Foundation will continue as owner of all Class A shares in the company. Thus, the Foundation intends to remain the controlling shareholder in the company. The chair furthermore announced, that provided that the authorisation is approved by the general meeting, it is planned to initiate the share buy-back programme on the following terms: 1. Starting date: 24 November End date: 15 December Purchase Price (price): DKK 2.60 per Class B share of nominally DKK The amount is fixed. The chair announced that the purchase price of DKK 2.60 per Class B share of nominally DKK 0.20, is determined on the basis of the company s equity value with deduction of the estimated costs of, inter alia, the completion of the share buy-back and operational costs until the end of Q The estimated costs amount to DKK 8m. Furthermore, reference was made to appendix 1 of the notice convening the general meeting for a calculation of the purchase price. 4. Highest and lowest number of shares: 18,000,000 shares equivalent to a nominal value of DKK 3,600,000 (equivalent to 70.6 % of the total share capital and 100 % of the company s Class B share capital, respectively, at the time of the authorisation). A minimum number of shares has not been set, and the share buy-back will therefore be completed in relation to those shareholders who accept the offer, regardless of the number of shareholders that end up accepting the offer. 5. Maximum amount for the share buy-back: DKK 46,800, Resolution to initiate the share buy-back: The Board of Directors will make their final resolution on the initiation of the share buy-back, when the extraordinary general meeting has been held and the required authorisation is adopted. 7. Offer document: In continuation of the final resolution to initiate the share buyback, Auriga will publish a company announcement and forward an offer document with an acceptance form to all registered shareholders resident in Denmark, which will include further and detailed terms of the share buy-back. 8. Settlement: The share buy-back will be finally settled upon expiry of the offer period based on acceptances received. 9. Other terms: The company is at any time entitled to annul the share buy-back. In this case the company will inform the market hereof. The share buy-back offer is not directed at shareholders resident in the USA, Canada, Australia, New Zealand, Japan or at shareholders whose participation in the share buy-back require an offer document, registrations or other measures beyond what is required under Danish law.

4 Side 4 Finally, the chair informed that the company reserves the right, after the completion of the share buy-back, to make supplementary acquisitions of shares over the stock exchange at the same price as offered in the share buy-back. The audience subsequently made the following observations: Jens Frederik Demant stated that the right thing to do, would be to liquidate the company, in order to ensure that everyone received their rightful share of the company s assets and that they would thus not have to rely on the Board of Directors calculation. The Chairman of the Board of Directors emphasised that a liquidation was not possible, as the major shareholder could not vote in favour hereof. Therefore, the Board of Directors has chosen a method, which aims at placing the shareholders in a position equivalent to liquidation. It will also be an advantage for the employees, who hold restricted shares, if the major shareholder can carry through a compulsory redemption. Ole Øhlenschläger confirmed on behalf of the major shareholder that liquidation was not possible, but that the Foundation supports the proposal of the Board of Directors. Jens Frederik Demant maintained his opposition to both proposals. Nobody else wished to oppose the proposals. No full account of the voting result was demanded. The chair subsequently announced that the proposal was adopted, as 79,474,468 votes, equivalent to %, supported the proposal, while 168,908 votes, equivalent t %, opposed the proposal. 2 Proposal from the Board of Directors to request delisting from Nasdaq Copenhagen The chair informed that the Board of Directors had proposed that the general meeting authorise the Board of Directors to request the delisting of the company from Nasdaq Copenhagen (request for deletion from trading on Nasdaq Copenhagen). The chair informed that the proposal must be seen in connection with the Board of Directors proposal to authorise the Board of Directors to acquire treasury Class B shares in a share buy-back program, whereby the company s Class B shareholders are provided with an opportunity to sell their shares in the company. The chair furthermore informed that the Board of Directors, expecting that a major part of the company s Class B shareholders will accept the offer to sell their shares in the company, had proposed that the general meeting authorise the Board of Directors to seek a delisting of the company s Class B shares from Nasdaq Copenhagen after the completion of the share buy-back.

5 Side 5 The chair informed that the request for delisting from Nasdaq Copenhagen is expected to be made after the completion of the share buy-back. It is Nasdaq Copenhagen that finally determines whether the application for delisting will be accommodated. If the delisting of Auriga is accommodated by Nasdaq Copenhagen, the shareholders who have chosen not to sell their shares in connection with the share buy-back programme will become shareholders of an unlisted company. Due to the company s ownership structure, these remaining shareholders should not expect that the company will be liquidated at a later stage. Finally, the chair informed that the Foundation has indicated that it will seek to redeem the remaining Class B shareholders if the Foundation following the share buy-back holds at least 90 % of the share capital and the voting rights in Auriga (adjusted for treasury shares). Jens Frederik Demant made reference to his previous comments and stated that he would vote against the proposal. Nobody else wished to oppose the proposal. The chair subsequently announced that the proposal was adopted, as 79,474,468 votes, equivalent to %, supported the proposal, while 168,908 votes, equivalent t %, opposed the proposal. ---o0o--- The chair concluded that all items on the agenda had been considered and gave the floor to the Chairman for closing remarks. On behalf of the Board of Directors, the Chairman thanked the audience for attending the general meeting. As chairman of the meeting: Klaus Søgaard