Europeinvestment A/S
CVR No. 10435013
c/o Inwema ApS
Kongevejen 53, DK-2840 Holte
Telephone: 0046 8 20 92 70
Notification 2008-04-25
Re.: Convening of Annual General Meeting 5 May, 2008
The Board of Directors of Europeinvestment A/S called for the Annual General
Meeting in Europeinvestment A/S 23 April, 2008.
This notification contains the complete proposals (except for proposals number
10-15 where only a summary is included).
The meeting will be held on 5 May 2008, at 11:00 a.m. at Philip & Partners Law
Firm, Vognmagergade 7, 1120 Copenhagen K.
At the annual general meeting, the items listed in § 13 (2) items 1-9 of the
Articles of Association are to be dealt with.
Proposals from the Board of Directors:
1. Change of the Company's registered office.
2. Transfer of the amount placed in a special fund.
3. Change of the notice method for General Meetings.
4. Change of the provisions regarding transferability.
Proposals from shareholders:
5. Decision to sell the interest in the film fund to Aladdin. (Aladdin
Investment Services Ltd.)
6. Decision to change the agreement regarding payment to directors in the form
of shares in Europe Vision Plc. (Kenneth Dundas)
7. Decision to authorise the Board of Directors to pay back the debt to Aladdin
Investment Services Ltd. in cash or in Europe Vision Plc shares on request of
Aladdin Investment Services Ltd. (Aladdin Investment Services Ltd.)
8. Decision to decrease the share capital of the Company, combined with a
distribution of Europe Vision Plc shares to the shareholders. (Aladdin
Investment Services Ltd.)
9. Decision to liquidate the Company. (Aladdin Investment Services Ltd.)
10. Decision to split the company into two companies. (Lola Invest ApS)
11. Independent investigation of the conversion of the debt to Aladdin
Investment Services Ltd. (Clan Holding ApS)
12. Independent investigation of the Agreements regarding the film fund. (Clan
Holding ApS)
13. Independent investigation of the fee paid to Europe Vision Plc in relation
to the investments to be undertaken. (Clan Holding ApS)
14. Independent investigation of the events in connection with the sale of all
assets and activities to Tritel Investments in February 2006. (Lola Invest ApS)
15. Rejection of any claim which Aladdin may have against Europeinvestment A/S
unless such claims are based on prior written agreements made on fair terms.
(Rolf Andersen).
16. Investigation of potential responsibility of Claus Andersen, Rolf Andersen
and others. (Aladdin Investment Services Ltd.)
17. Investigation of potential responsibility of Lars Henning Christensen.
(Aladdin Investment Services Ltd.)
1. Proposal from the Board of Directors to change of the Company's registered
office
Proposal
§ 2 (1) is amended to the following wording:
“The municipality of the Company's registered office is Rudersdal.”
§ 8 (1) is amended to the following wording:
“The Company's general meeting shall be held in the municipality of
Rudersdal
or Copenhagen and is called by the Board of Directors by at least 8 days'
notice and no more than 4 weeks' notice, including the date of notice and the
date of the General Meeting.”
Background and purpose
The Company's registered office is at the moment the Company's law firm's
address. As the business address of the Company already is Kongevejen 53,
DK-2840 Holte, the Board of Directors proposes also to change the Company's
registered office to Kongevejen 53, DK-2840 in the municipality of Rudersdal.
As it still is appropriate to hold the Company's General Meetings in Copenhagen
the Board of Directors also propose that the Company's General Meetings still
can be held in Copenhagen as well as in the municipality of Rudersdal, where
the Company's registered office will be.
2. Proposal from the Board of Directors to transfer of the amount placed in a
special fund
The Board of Directors proposes that the amount of DKK 1,536,070 placed in a
special fund in connection with the capital decrease decided 14 November, 2007,
is transferred to the Company's free reserves according to Section 44a(1)(1) of
the Companies Act.
3. Proposal from the Board of Directors to change the notice method for General
Meetings
Proposal
The Company's Articles are amended as follows:
§ 8 (2) is amended to the following wording:
“Notice of general meetings is made by publication via the Danish Commerce and
Companies Agency's electronic information system in accordance with the
decision by the Board of Directors and by a letter to the shareholders
registered by name who have requested to receive notification of general
meetings, in accordance with the address stated by the shareholders to the
Register of Shareholders.”
Background and purpose
The Board of Directors proposes that the notice of General Meetings is made by
publication via an authorised distribution system (presently OMX's Company News
Service) as this is more up-to-date, quicker and cheaper than publication in
the Danish Official Gazette and a Copenhagen newspaper, which few of the
shareholders of the Company normally review for notices of general meetings.
4. Proposal from the Board of Directors regarding transferability
Proposal
The Company's Articles are amended as follows:
§ 4 (4) is amended to the following wording:
“The shares are bearer shares but may be registered in the shareholder's name.
The holder may request the shares to be registered by name in the Company's
Register of Shareholders by requesting this to the account holding bank.”
Background and purpose
The present Articles of Association § 4 (4) are unclear regarding the
registration by name. It is proposed that the provisions in the Articles of
Association § 4 (4) are clarified and that it is specifically mentioned that
the possibility to have the shares registered by name is optional.
5. Proposal from Aladdin Investment Services to sell the interest in the film
fund to Aladdin
Proposal
It is proposed that the Board of Directors is authorised and ordered to sell
the Company's interest in the film fund to Aladdin Investment Services Ltd. at
a price of € 2.6 million and that the purchase price shall be paid by way of
set-off against the Company's debt to Aladdin Investment Services Ltd.
The sale is conditional on a written request being received from Aladdin
Investment Services Ltd.
Purpose of the proposal
The Company has invested € 2.5 million in a film fund together with Europe
Vision Plc. The film fund has decided to invest in two films, “Sebastian's
Love” and “The Message”. Aladdin Investment Services Ltd. is of the view that
the investment will be a success but that the investment can at the earliest
give Europeinvestment A/S a return during 2009-10 or even later.
As Europeinvestment A/S is obliged to repay its debt to Aladdin Investment
Services Ltd. on 31 August 2008 according to the agreement between the parties
and Europeinvestment A/S does not have cash, Aladdin Investment Services Ltd.
plans to offer to buy the interest in the film fund at a price of € 2.6 million
and to reduce to the debt of Europeinvestment A/S to Aladdin Investment
Services Ltd by the purchase price.
6. Decision to change the agreement regarding payment to directors in the form
of shares in Europe Vision Plc. (Kenneth Dundas)
Proposal
It is proposed to change the agreements regarding payment of directors in
shares in Europe Vision Plc so the share price will be fixed as the market
price based on the closing on the day immediately preceding the convening of
the general meeting (i.e. 23 April 2008).
Purpose of the proposal
By notification of 31 January 2008 it was notified that Europeinvestment A/S
had agreed with some of its former and existing board members that they would
receive payment of their receivables from Europeinvestment A/S in the form of
shares in Europe Vision Plc. In the agreements with the board members, the
price for each share in Europe Vision Plc was stated to be the market price
based on the mid price during the five days following re-listing of Europe
Vision Plc at Frankfurt Stock Exchange. The intention of using the mid price
during the five days following re-listing of Europe Vision Plc was to get a
fair and accurate market price which was not subject to uncertainties caused
during the first day of trade.
Contrary to the expectations of the parties when the agreement was made, the
shares in Europe Vision Plc were not traded the first five days at the
Frankfurt Stock Exchange.
Kenneth Dundas is thus of the view that the official listed price during the
first five days following re-listing of Europe Vision Plc at Frankfurt Stock
Exchange does not reflect the market price and the agreement therefore should
be changed according to the proposal if the directors approve the change of the
agreements.
The existing and former members of the Board of Directors who agreed to receive
payment in the form of shares have not yet received any of the shares in Europe
Vision Plc.
If the members of the Board of Directors receive shares according to the
official listed price during the first 5 days following re-listing (€ 0.48 per
share), they will receive a total of 467,643 shares.
If the proposal is adopted, they will receive a total of 1,603,002 shares.
7. Proposal from Aladdin Investment Services Ltd. to authorise the Board of
Directors to pay back the debt to Aladdin Investment Services Ltd. in cash or
in Europe Vision Plc shares on request of Aladdin Investment Services Ltd.
It is proposed that the Board of Directors is authorised to repay the debt to
Aladdin Investments Services Ltd. in form of cash or shares in Europe Vision
Plc on request of Aladdin Investment Services Ltd. The repayment of the debt in
the form of shares in Europe Vision Plc is conditional on a written request
being received from Aladdin Investment Services Ltd. The Board of Directors is
authorised to repay the debt in full, and the conversion price shall be equal
to the market price on the date of the notice from Aladdin Investment Services
Ltd.
Purpose of the proposal
Europeinvestment A/S is obliged to pay Aladdin Investment Services Ltd. its
debt according to the agreement between the parties and Europeinvestment A/S
does not have cash.
The possibility to pay the debt to Aladdin Investments Services Ltd. in cash
or Europe Vision Plc shares will facilitate Europeinvestment A/S to pay back
the debt in order to reduce the Company's payments of interests.
8. Proposal from Aladdin Investment Services Ltd. to decrease the share capital
of the Company, combined with a distribution of Europe Vision Plc shares to the
shareholders
Proposal
Aladdin proposes to reduce the Company's nominal share capital by DKK
37,633,715 from nominally DKK 38,401,750 to nominally DKK 768,035.
The capital reduction shall be effected by reducing the per-share-price from
DKK 1.00 to DKK 0.02 without an increase of the total issued number of shares.
Subsequent to the capital reduction the Company's share capital will amount to
DKK 768,035 distributed on 38,401,750 shares at a price-per-share of DKK 0.02.
The capital reduction amount will be used to pay out shares in Europe Vision
Plc to shareholders of Europeinvestment A/S, cf. Public Limited Companies Act,
sect. 44a(1)(2).
The capital reduction will be carried out by transfer to the shareholders of
Europeinvestment A/S of 20 million shares in Europe Vision Plc at the share
price in the market on the day of the general meeting. Each shareholder will
thus receive 20,000,000/38,401,750 shares in Europe Vision Plc for each share
in Europeinvestment A/S held by the shareholder.
As a consequence of the above the Company's Articles will be amended as follows:
§ 4 (1) is amended to the following wording:
“The share capital of the Company is DKK 768,035 distributed into shares of DKK
0.02 and multiples thereof. A share certificate may include more than one
share.”
§ 4 (3) is amended to the following wording:
“The Company's shares are listed at the Copenhagen Stock Exchange and
registered in VP Securities Services in multiples of DKK 0.02.”
§ 4 (10) is amended to the following wording:
“Until 1 April 2011 the Board of Directors is authorised to increase
the share
capital of the Company by up to nominally DKK 159,930 without pre-emptive
rights of subscription for the Company's existing shareholders by issue of up
to 159,930 new shares of nominally DKK 1 per share. The new shares shall be
negotiable instruments, may be issued to bearer and may be paid in by other
assets than cash. No limitations on the transferability of the new shares shall
apply.”
§ 5 is amended to the following wording:
“At the General Meeting each share of DKK 0.02 shall represent one
vote.”
In Exhibit 1 to the Articles of Association, items 4 and 14, “nominally DKK 1”
shall be replaced by “nominally DKK 0.02”, and in section 14, “nominally DKK
10,000,000” shall be replaced by “nominally DKK 200,000".
Finally, it is proposed that the Chairman of the meeting is authorised to
report the decision regarding the decrease of the share capital as well as the
final decrease of the share capital and to make such amendments to the
resolution which may be required by the Commerce and Companies Agency in
connection with the registration.
Carrying out the Proposal regarding a Decrease of the Share Capital
In accordance with § 16 of the Articles of Association and § 46 of the
Companies Act, the proposal regarding decrease of the share capital may only be
carried out in accordance with the following procedure:
1. The decrease of the share capital is decided by the General Meeting. The
decrease requires a qualified majority of 2/3 of the votes as well as of the
share capital represented at the General Meeting.
2. The Company's creditors are requested to report their claims to the Company
by publication in the computer information system of the Commerce and Companies
Agency.
3. The decrease of the share capital may be carried out at the earliest 3
months after the publication in the computer information system of the Commerce
and Companies Agency. As long as reported, due claims have not been fulfilled
and adequate security has not been provided upon request for claims not due or
disputed, the decrease of the share capital may not be carried out.
4. When the 3 months have passed, the Europe Vision Plc shares will be
transferred to the shareholders. The Europe Vision Plc shares to be distributed
to the shareholders will be put into a clients´ account with Philip & Partners.
Backgrounds for the Proposal
There are two reasons for Aladdin´s proposal regarding a decrease of the share
capital:
Firstly, the Company's equity is threatened by the fact that the market price
of the Europe Vision Plc share has dropped dramatically. Reference is made to
notification of 31 March, 2008. Aladdin therefore sees no other possibility
than a decrease of the share capital in order to re-establish the equity.
Secondly, Aladdin wishes to distribute Europe Vision Plc shares to the
shareholders.
9. Proposal from Aladdin Investment Services Ltd. to liquidate the Company
Proposal
It is proposed that Europeinvestment A/S enters into liquidation and that the
general meeting appoints a liquidator.
It is further proposed that the liquidator is instructed and authorised to do
the following:
1) To carry out the decrease of the share capital decided by the general
meeting and to distribute shares in Europe Vision Plc in connection with such a
decrease of the share capital provided this can be done without a prospectus.
2) To carry out the liquidation as soon as possible after a 3 months' period in
which creditors may report their claims.
3) To request a delisting of the shares in the Company at such time as the
liquidator sees fit,
4) To distribute any remaining shares in Europe Vision Plc to the shareholders,
provided this can be done without a prospectus.
Backgrounds for the Proposal
Aladdin is of the opinion that the goodwill of the Company has been affected
negatively in such a way that it may be impossible to restore the goodwill in
the Company. Aladdin therefore suggests that the Company is liquidated and the
assets are distributed to the shareholders of the Company.
10. Proposal from Lola Invest ApS to split the company into two new companies
Proposal
It is proposed that the Company passes a resolution according to Section 136 of
the Companies Act to divide the company into two individual companies in a way
so the majority shareholder Aladdin Investment Services Ltd. is no longer a
shareholder in Europeinvestment A/S.
Purpose of the proposal
The reason for the proposal is that Castro Khatib and his controlled company
Aladdin Investment Services on 15 June, 2005 received 25,327,000 new issued
shares in Live Networks Holding A/S (now Europeinvestment A/S). The shareholder
is of the opinion that since the acquisition of the shares neither Castro
Khatib nor any of the elected have been capable of providing any values for the
company. The company has only been imposed costs and loans, which afterwards
have been converted to new shares, thereby diluting the minority shareholders.
The shareholder therefore has no confidence in having Castro Khatib and Aladdin
Investment Services Ltd. as a shareholder any more.
Further information in relation to the proposal
Full version of the proposal in Danish is available at the Company's registered
office and can be provided by e-mail by request to liv@philip.dk.
11. Proposal from Clan Holding ApS to investigate the conversion of the debt
to Aladdin Investment Services Ltd. in June 2007
Proposal
The general meeting instructs the board of directors to initiate an independent
investigation in order to establish to the minority shareholders of the company
and the market that
a) the rules of the Companies Act about limitation of a majority shareholder's
influence for own benefit have been observed,
b) present and former boards of directors and management have not acted
wrongful or been guilty of breach of trust
in connection with the decisions regarding capital increase/conversion of debt,
and publish the result hereof in a stock exchange notification.
Background
On 18 June, 2007 the Board of Directors decided to increase the share capital
with nominally DKK 17,450,000 in connection with converting of Europeinvestment
A/S´ debt to Aladdin Investment Services Ltd. at a price of DKK 5 per share.
The debt was incurred in connection with the company's decision to become an
investment company. The company signed an agreement with Europe Vision Plc and
was in this relationship obligated to pay a cash fee. The fee was financed by
Aladdin Investment Services Ltd. as a loan to the company.
The reason for the conversion was that Europeinvestment A/S had decided to pay
its investments by the way of shares to minimize the need of liquidity. It was
therefore agreed with Aladdin Investment Services Ltd., that the outstanding
amount was repaid in by the way of shares instead of by cash.
At the time of issue of the new shares, the listed price of the shares of
Europeinvestment A/S was below DKK 5 per share. The share issue was thus made
at a higher price than the market price.
Purpose of the proposal
The shareholder has the opinion that the major shareholder Aladdin Investment
Services Ltd. in connection with the capital increase converted the debt at a
lower conversion rate than the actual value of the shares and that the other
shareholders have thus been diluted at the benefit of Aladdin Investment
Services Ltd. This view is based on the fact that Europeinvestment A/S had
notified that it expected to be able to sell the shares in Europe Vision Plc at
a price of € 1 per share, which would have caused the equity value of
Europeinvestment A/S to be higher than DKK 5 per share. The shareholder also
alleges that the general meeting when deciding on a proposal regarding
authorisation to the Board to issue the shares was not informed of the size of
the debt to be converted nor of the fact that the debt to be converted was a
debt to Aladdin rather than a debt to Tritel Investments Inc.
The shareholder is furthermore of the opinion that the present and former board
of directors is responsible for the loss of the shareholders.
Withdrawal of the proposal
When making the proposal, the shareholder has notified the Company that the
proposal will be withdrawn if Aladdin Investment Services Ltd before the
general meeting offers to the Company that shares received in excess
(considering the annual accounts for 2006) of old debts as of 26 March 2007
shall be priced according to the equity value included in the half-year
accounts as of 30 June 2007 (plus any payments to film fund and investment
agreement) and the Company's debt to Aladdin Investment Services Ltd. is
decreased with such excess price (plus interest).
Further information in relation to the proposal
As background for the proposal, the shareholder refers to notifications of 26
March, 18 April, 30 April and 10 May, 2007 and correspondence with
Europeinvestment A/S´ lawyer from June to August, 2007.
Full version of the proposal in Danish is available at the Company's registered
office and can be provided by e-mail by request to liv@philip.dk.
12. Proposal from Clan Holding ApS to investigate the agreements regarding the
film fund
Proposal
The general meeting instructs the board of directors to initiate an independent
investigation in order to establish to the minority shareholders of the company
and the market that
a) the rules of the Companies Act about limitation of a majority shareholder's
influence for own benefit have been observed,
b) information about known significant circumstances has not been withheld at
the general meetings on 26/3, 30/4, 27/8, or 14/11 or the market,
c) present and former boards of directors and management have not acted
wrongful or been guilty of breach of trust
in connection with the decisions regarding both investment agreement and the
administration hereof, and publish the result hereof in a stock exchange
notification.
Background
With effect as of 17 April 2007, Europeinvestment A/S and Europe Vision Plc
signed an agreement with regard to a framework for funding the development of
ideas, treatments, books and scripts into fully developed screenplays packaged
with talent so as to procure funding for production.
Each of Europeinvestment A/S and Europe Vision Plc agreed to make available up
to a maximum amount of € 2.5 million during the next 12 months. The amount of €
2.5 million has subsequently been borrowed from Aladdin Investment Services
Ltd. and paid in to Europe Vision Plc. In November 2007 it was agreed with
Europe Vision Plc that the film fund would have no further activity and that
the fund's assets upon expiry would be made available for an investment in the
equity of the film “The Message”.
Purpose of the proposal
The shareholder is of the opinion that any transfer of funds from
Europeinvestment to Europe Vision Plc pursuant to a loan agreement with Aladdin
Investment Services Ltd. will increase Aladdin Investment Services Ltd's
ownership in the companies, thereby risking to affect the minority
shareholders. The shareholder believes that special steps need to be taken when
entering into such an agreement. The shareholder therefore has the opinion that
the circumstances around the agreement being made should be investigated,
including whether the agreement was made before it was notified, whether the
agreement has been entered into on arm length conditions after providing
adequate information to the Board of Directors, whether the film projects
invested in have relations to Castro Khatib or Morocco Film City, and whether
the agreement with Europe Vision Plc to invest in the equity of the film “The
Message” was notified in accordance with the rules and whether the Board of
Directors should have tried to get a repayment of the invested funds from
Europe Vision Plc.
The shareholder is also of the opinion that the present and former board of
directors is responsible for the potential loss of the shareholders.
Withdrawal of the proposal
If Aladdin Investment Services Ltd. - or others - before the general meeting
takes over the company's part of the film fund for an amount corresponding to
the invested amount plus interest equivalent to the company's costs hereto, and
the company's outstanding account with Aladdin Investment Services Ltd. is
proportionally written down, then the proposal will be withdrawn.
Further information in relation to the proposal
As background for the proposal, the shareholder refers to notifications of 18
April, 30 April and 19 June, 2007 and 24 January and 13 February, 2008.
Full version of the proposal in Danish is available at the Company's registered
office and can be provided by e-mail by request to liv@philip.dk.
13. Proposal from Clan Holding ApS to investigate the agreements regarding the
fee paid to Europe Vision Plc in relation to the investments to be undertaken
Proposal
The general meeting instructs the board of directors to initiate an independent
investigation in order to establish to the minority shareholders of the company
and the market that
a) the rules of the Companies Act about limitation of a majority shareholder's
influence for own benefit have been observed,
b) information about known significant circumstances has not been withheld at
the general meetings on 26/3, 30/4, 27/8, or 14/11 or the market,
c) present and former boards of directors and management have not acted
wrongful or been guilty of breach of trust
in connection with the decisions regarding the investment agreement and the
administration hereof, and publish the result hereof in a stock exchange
notification.
Background
By an agreement of 16 May, 2007 with Europe Vision Plc, Europeinvestment A/S
was given a number of investment opportunities. Europeinvestment A/S paid a
one-time fee of SEK 20 million to Europe Vision Plc. The cash amount payable to
Europe Vision Plc was financed by Aladdin Investment Services Ltd. pursuant to
the loan facility agreement mentioned in the notification dated 18 April 2007.
Purpose of the proposal
The shareholder is of the opinion that any transfer of funds from
Europeinvestment to Europe Vision Plc pursuant to a loan agreement with Aladdin
Investment Services Ltd. will increase Aladdin Investment Services Ltd's
ownership in the companies, thereby risking to affect the minority
shareholders. The shareholder believes that special steps need to be taken when
entering into such an agreement. The shareholder therefore has the opinion that
the circumstances around the agreement being made should be investigated,
including whether the one-time fee was known before the general meetings held
in March and April 2007, when it was known that the one-time fee was not an
asset but an expense, and why the rights relating to the investment projects
can be sold against payment of a fee when such rights were not included as an
asset in the books of Europe Vision Plc.
Withdrawal of the proposal
If Aladdin Investment Services Ltd. - or others - before the general meeting
takes over the company's part of the film fund for an amount corresponding to
the invested amount plus interest equivalent to the company's costs hereto, and
the company's outstanding account with Aladdin Investment Services Ltd. is
proportionally written down, then the proposal will be withdrawn.
Further information in relation to the proposal
As background for the proposal reference is made to notifications of 14 March,
16 May, 2007 and 24 January and 4 February, 2008, and correspondence with
Europeinvestment A/S´ lawyer from July to August, 2007.
Full version of the proposal in Danish is available at the Company's registered
office and can be provided by e-mail by request to liv@philip.dk.
14. Proposal from Lola Invest ApS to investigate the events in connection with
the sale of all assets and activities to Tritel Investments in February 2006
Proposal
The Board of Directors or a chosen independent third party is required to
investigate the events in connection with the completed sale between Tritel
Investments Inc. and Europeinvestment A/S of 18 February, 2006 and cause that a
potential lawsuit is brought to the court against the involved members of the
Board of Directors and Management Board, cf. Section 142-144 of the Companies
Act.
Background
On 23 January 2006, the general meeting of Europeinvestment A/S decided
unanimously to accept an offer from the Swedish NGM listed company, Tritel
Media AB, whereby Europeinvestment A/S would sell substantially all of its
assets to Tritel Media AB against payment in the form of shares in Tritel Media
AB. The offer was conditional, inter alia on the approval of a prospectus. On
23 February 2006, the Company notified that the sale to Tritel Media AB could
not be carried out, but that the Company's major shareholder, Tritel
Investments Inc., had agreed to purchase the assets against transfer of shares
in Tritel Media AB.
In March 2006, Tritel Media AB notified that it had undertaken a major
investment in Morocco Film City.
Purpose of the proposal
The shareholder believes that a reasonable suspicion may be made that the
investment in Morocco Film City was known by the Board of Directors of
Europeinvestment A/S when the agreement with Tritel Investments Inc. was made
in February 2006.
Withdrawal of the proposal
The proposal will be withdrawn if Aladdin Investment Services Ltd. agree that
significant information has been withheld and cause a reversal of the agreement
or agrees to pay damages.
Further information in relation to the proposal
Full version of the proposal in Danish is available at the Company's registered
office and can be provided by e-mail by request to liv@philip.dk.
15. Proposal from Rolf Andersen to reject any claim which Aladdin Investment
Services Ltd. may have against Europeinvestment A/S unless such claims are
based on prior written agreements made on fair terms
Proposal
The company rejects all financial claims against the company which are not
founded on verifiable preceding agreements entered into on fair conditions.
In this connection the management is in particular obliged to investigate on
which basis the management agreement with Aladdin Investment Services Ltd.
mentioned in the annual accounts of 2007 has been entered into, and whether the
claims made according to this are justified and fair. The investigation of this
may as a maximum take 3 weeks from the adoption of the proposal after which the
agreement or agreements are to be published in its full extent together with
the management's comments and evaluation of the justification of the claim.
If the alleged claims are found to be unjustified the payment of interest to
Aladdin Investment Services Ltd. must be reduced accordingly.
Purpose of the proposal
The shareholder is of the opinion that Europeinvestment A/S since 1 March, 2006
has only had passive investments on which, according to the management, it has
had no significant influence.
The company has no running income, but has accrued a debt which at the turn of
the year 2007/08 has been made up to DKK 29,437,727.
Of this amount DKK 2,890,724 relates to fees to the management in the years
2006 and 2007 which in essential are comprised by abovementioned management
agreement.
Moreover, the company is claimed to have debts that concern the company's
coverage of alleged expenses for telephone, travels, and rent paid by Castro
Khatib/Aladdin Investment Services Ltd. in the years 2006 and 2007. A total of
DKK 1,760,000.
Thus, this management agreement has cost the company DKK 4,650,724 less a small
amount covering fee for Björn Schröder who was the manager of the company for
the first 2 months of 2006.
All in all, the shareholder is of the opinion that the amount seems
unrealistically large seen in the light of the company's passive investments on
which it has no significant influence, just like the work with finding a buyer
for the predominant shareholding in Europe Vision plc via various published
announcements has been handled by banks and later on handed over to brokers.
Furthermore, the shareholder notes that any work carried out by Castro Khatib
in connection with Europe Vision plc and Morocco Film City/Tritel Management
Group is not to be paid by Europe¬invest¬ment, but by the respective companies.
Thus, it is important that documentation concerning the purpose of the travels
exists and that it is made probable that telephone conversations are of
relevance to the company rather than to Aladdin Investment Services Ltd.'s
other companies.
Likewise, the expenses for rent must be reasonable compared to the use which
has been solely in the interest of Europeinvestment so that the company is not
burdened with expenses which justly should be pa paid by other companies which
Aladdin Investment Services Ltd manages, or which concern Castro Khatib's
private affairs.
16. Proposal from Aladdin Investment Services Ltd. to investigate the potential
responsibility of Claus Andersen, Rolf Andersen and others
Proposal
The General Meeting instructs the Board of Directors to initiate an
investigation of the potential liability toward the Company of Claus Andersen,
Rolf Andersen and other shareholders who may have spread incorrect or false
information against the Company or participated in negative chat or similar. If
the investigation concludes that these persons are liable in damages toward the
Company, the Board of Directors is instructed to file a lawsuit against them.
It is further proposed that the investigation shall be paid by the company.
Purpose of the proposal
The shareholder is of the opinion that some of the shareholders have been
spreading misinformation to the market about the company, the board of
directors and the major shareholder Aladdin Investment Services Ltd.
The shareholder is further of the opinion that this information is damaging the
company and is responsible for the low share price of the company, which
affects all shareholders, including the major shareholder Aladdin Investment
Services Ltd.
Aladdin Investment Services wants to investigate whether Claus Andersen, Rolf
Andersen and others are liable in damages to the Company or to the shareholders
of the company including Aladdin Investment Services Ltd.
17. Proposal from Aladdin Investment Services Ltd. to investigate the potential
responsibility of Lars Henning Christensen
Proposal
The General Meeting instructs the Board of Directors to initiate an
investigation of the potential liability of Lars Henning Christensen in
relation to the purchase of Live Networks International AB from Aladdin
Investment Services Ltd. If the investigation concludes that Lars Henning
Christensen is liable in damages toward the Company, the Board of Directors is
instructed to file a lawsuit against him.
It is further proposed that the investigation shall be paid by the company.
Background
Lars Henning Christensen was a member of the board of directors of the Company
when it decided to purchase Live Networks International AB in 2004, and he
furthermore signed documents relating to the Closing of the agreement with Live
Networks International AB.
Purpose of the proposal
Aladdin Investment Services wants to have an investigation on whether Lars
Henning Christensen is liable in damages to the Company or to the shareholders
of the company including Aladdin Investment Services Ltd.
- o 0 o -
When the General Meeting is called, Europeinvestment A/S has a share capital of
nominally DKK 38,401,750, corresponding to 38,401,750 shares of nominally DKK 1
each. Each share of nominally DKK 1 entitles the holder to one vote.
Nordea Bank Denmark A/S is the financial institution appointed by the Company
as the financial institution through which the shareholders may exercise their
financial rights.
Each shareholder is entitled to participate in the general meeting if the
shareholder no later than 5 days before the general meeting (i.e. no later than
30 April 2008 at 16:00 hours) has forwarded sufficient documentation for his
ownership of shares to the Company.
Admittance cards may be received from the Company's lawyer Philip & Partners,
telephone: 3313 1112, Linda Iversen between 12:00 and 16:00 hours - email:
liv@philip.dk.
Shareholders who already have received admittance cards and power of attorneys
for the general meeting on 21 April 2008 will automatically receive new
admittance cards and power of attorneys if their possession of shares is the
same as of 9 April 2008.
The shareholder may only vote at the general meeting if the shareholder has
been registered in the Company's register of shareholders no later than on the
date of the notice of the general meeting (i.e. 23 April 2008), or the
shareholder has documentary evidence of his holding of shares as of 23 April,
2008.
Questions may be made to managing director Kenneth Dundas at telephone +46 8 20
92 70.
Europeinvestment A/S
Convening of Annual General Meeting 5 May, 2008 - including Complete Proposals
| Source: Europeinvestment A/S
Attachments
