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Shareholders
2. Dividens and dividend policy
TK Development's shares are listed on NASDAQ OMX Copenhagen A/S. The share capital amounts to DKK 630,985,725 (nominal value), distributed on 42,065,715 shares. The International Securities Identification Number (ISIN) is DK 0010258995.
| Shareholders composition at the publication of the Annual Accounts |
|
| Supervisory and Executive Boards |
8.50 % |
| Other major shareholders | 10.79 % |
| Pension funds |
11.01 % |
| Banks, insurance companies and unit trusts | 9.95 % |
| Foreign shareholders | 8.64 % |
| Other registered shareholders | 45,46 % |
| Non-registered shareholders | 5,65 % |
| Total |
100 % |
Note: Composition as of 31 January 2010.
Major shareholders
The shareholders listed below have the following holdings in TK Development:
| Dava 1 ApS, c/o Kurt Daell, Lysagervej 25, 2920 Charlottenlund, Denmark |
6.44 % |
| Holberg Fenger Holding A/S, Frode Jakobsens Plads 4, 2720 Vanløse, Denmark | 5.79 % |
| Carl Ejler Rasmussen Holding Sweden AB, Pirgatan 13, SE 374 35 Karlshamn, Sweden | 5.00 % |
Note: Holdings as of 31 January 2010.
Dividends and dividend policy
The payment of any dividends will be considered from year to year. The Supervisory Board’s current policy is not to distribute dividends. The Supervisory Board intends to maintain the Group’s cash flow, particularly in light of the present market situation. Moreover, the Supervisory Board wishes to channel any earnings into the continued expansion of the Group’s activities.
Voting rights
The shareholders of TK Development A/S have one vote for each share amount of DKK 1 at general meetings. Voting rights will be determined on the basis of the shares held by each shareholder as stated in the entry in the register of shareholders regarding the shareholder’s ownership on the record date (one week before the date of the General Meeting). Any notifications received by the Company from the shareholder for entry in, but not yet recorded in the register of shareholders, will also be taken into account.
Annual General Meeting
The General Meeting of Shareholders is the supreme authority in all corporate matters of TK Development A/S, subject to the limitations provided by Danish law and TK Development A/S' Articles of Association. The Annual General Meeting must be held in the municipality where TK Development A/S' registered office is located sufficiently early to permit compliance with the Company's applicable time limits for the holding of General Meetings and the filing of annual reports. General Meetings are called by the Supervisory Board.
Extraordinary General Meetings are held following a resolution by the shareholders in General Meeting or the Supervisory Board or at the request of the auditors of TK Development A/S or shareholders collectively holding not less than 5 % of the total share capital. All business transacted at General Meetings is decided by a simple majority of votes unless otherwise provided by current legislation; see Article 6 of the Company's Articles of Association.
Transferability
The shares of TK Development A/S are freely transferable and negotiable instruments pursuant to Danish law and no restrictions apply to the transferability of the shares. No shareholder is under an obligation to have his shares redeemed in full or in part by the Company or any other party.
Other rights
No shares of TK Development A/S carry any special rights.
Treasury shares
The Supervisory Board is authorized to acquire treasury shares for an amount corresponding to up to 10 % of the share capital. The authorization is granted for a period of 5 years as from 25 May 2010 when the appropriate resolution was passed at the General Meeting.
Any such acquisition of treasury shares may take place at the officially listed price at the date of acquisition +/- 10 %.
Rules on insider trading
TK Development A/S's Management and employees are only allowed to trade in the Company's shares during the six-week window opened after the announcement of annual and halfyear financial results and other major corporate financial disclosure documents. The Company keeps a register of the shares held by insiders, including any changes in their portfolios, and announces this informaion in accordance with existing legislation.