SOURCE: EuroTrust A/S

May 03, 2007 12:12 ET

EuroTrust Announces Agenda for an Extraordinary General Shareholders Meeting

KOLDING, DENMARK -- (MARKET WIRE) -- May 3, 2007 --EuroTrust A/S (NASDAQ: EURO) today announced the agenda for its Extraordinary General Meeting of Shareholders to be held on Friday, May 18, 2007, at 10:00 a.m. Danish time, at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK 2300 Copenhagen S, Denmark., for all shareholders of record on May 3, 2007.

The agenda for the meeting will be as follows:

1.   Election of the Chairman.

2.   Proposed amendment to the Articles of Association of EuroTrust A/S
     for the purpose of restricting, if necessary, the number of US Holders
     so as to enable EuroTrust A/S to suspend or terminate its obligations
     under the US Securities Exchange Act of 1934, as amended, and to
     prevent any such obligations from arising again in the future.

     This proposal requires a special majority vote.

3.   Proposal for authority to be granted to the Board of Directors to add
     Euroenergy A/S (EuroTrust A/S) and Eurotrust Energy A/S (EuroTrust
     A/S) as additional secondary names of the Company and to delete the
     following secondary names:


     --  Telepartner A/S (EuroTrust A/S)
     --  Telepartner Mobil A/S (EuroTrust A/S)
     --  InterPartner A/S (EuroTrust A/S)
     --  InterNetPartner A/S (EuroTrust A/S)
     --  EuroWind and Properties A/S (EuroTrust A/S)
     --  Euro - Wind and Properties A/S (EuroTrust A/S)
     --  Euro909.com A/S (EuroTrust A/S)
         This proposal requires a special majority vote.


4.   Proposal for an amendment to the Articles of Association so that the
     number of Board Members consists of 3-9 and an authority to be granted
     to the Board of Directors so as to enable the Directors to determine
     their own terms and conditions and remunerations in the future.

     This proposal requires a special majority vote.

5.   Proposed amendment to the Articles of Association of EuroTrust A/S to
     require disclosure by shareholders of their interests in shares of
     more than 3%.

     This proposal requires a special majority vote.

6.   Proposed amendment to the Articles of Association of EuroTrust A/S to
     include protections provided by the UK City Code on Takeover and
     Mergers.

     This proposal requires a special majority vote.

7.   Proposed amendment to the Articles of Association of EuroTrust A/S to
     provide for the chairman of general meetings of the Company to be
     appointed by the Board of Directors rather than the shareholders.

     This proposal requires a special majority vote.

8.   Proposed amendment to the Articles of Association of EuroTrust A/S to
     expand the objects of the Company to include ability to provide
     financial support to its subsidiaries.

     This proposal requires a special majority vote.

9.   Election of members of the Board of Directors.

10.  Proposal for the ratification of the Company's decision, without any
     pre-emption right for current shareholders, to enter into a loan
     agreement dated 13 February 2007 in relation to a convertible loan of
     DKK 50 million at a conversion rate equivalent to a closing price per
     share as of 12 February 2007 and to authorise the Board of Directors
     to carry into effect the capital increase related to the conversion
     right.

     Specifics of the loan according to the Limited Companies Act section
     41 will be published on the Company's website on 3 May 2007.

     This proposal requires a special majority vote.

11.  Any other business, including:
        --  Adoption of the Directors' previous remuneration.
        --  Adoption of an update of the Company's Articles of Association
            so as to delete statute barred/exhausted authorities granted
            to the board.
        --  Authority to be granted to the Chairman of the meeting so as to
            carry into effect the registration of the business items
            adopted.
        --  Miscellaneous.
Re. 2 - 8 and 10.

A copy of the proposed new Articles of Association of the Company ("Proposed Articles") if each of the changes provided for by resolutions 3 to 9 is approved is attached to this agenda, together with a mark up showing the changes against the existing Articles of Association of the Company.

Re. 2

The complete proposal to be incorporated in the Articles of Association of the Company is set out in Article 10 of the Proposed Articles.

Re. 3

If applying the proposal about changing the secondary names, the provisions of Article 1 of the Articles of Association shall be amended as set out in the Proposed Articles.

Re. 4

The full wording of Article 5 of the Articles of Association proposed for adoption is set out in the Proposed Articles.

Re. 5

The complete proposal to be incorporated in the Articles of Association of the Company is set out in Article 11 of the Proposed Articles.

Re. 6

The complete proposal to be incorporated in the Articles of Association of the Company is set out in Article 12 of the Proposed Articles.

Re. 7

If applying the proposal about providing for the chairman of general meetings of the Company to be appointed by the Board of Directors, a new third paragraph shall be included in Article 4 and the existing third paragraph of Article 4 of the Articles of Association shall be amended as set out in the Proposed Articles.

Re. 8

The full wording of Article 2 of the Articles of Association proposed for adoption is set out in the Proposed Articles.

Re. 10

The complete proposal to be incorporated in the Articles of Association of the Company is set out in Article 13 of the Proposed Articles.

The meeting agenda as well as the Company's suggested new articles of association and the convertible certificate of debt are available for inspection by the shareholders at the Company offices, located at Kokholm 3, DK-6000 Kolding, Denmark or on the company´s website www.eurotrust.dk - investor relation - press room.

About EuroTrust A/S:

EuroTrust (NASDAQ: EURO) owns European property and property development businesses and wind energy farms. More information about EuroTrust and its subsidiaries is available at www.eurotrust.dk

Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause EuroTrust's actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others: (a) economic and other factors that could affect the development and sales of properties such as (i) a downturn in the housing market in Denmark or Norway, (ii) delays in obtaining necessary governmental permits and approvals, and (iii) delays in the construction of housing units; (b) factors that could impact the development and sale of wind energy such as (i) the availability of wind energy turbines for the development of new wind farms, (ii) the market price of electricity, and (iii) the amount of wind in any year; (c) the potential unforeseen impact of offerings from competitors; (d) our ability to raise additional capital to finance our growth aspirations; (e) our ability to control costs and expenses; and (f) general economic, political and labor conditions More information about potential factors that could affect the company's business and financial results is included in EuroTrust's filings with the Securities and Exchange Commission, including in the company's Annual Report on Form 20-F for the year ended December 31, 2005 and quarterly reports on Form 6-K. EuroTrust undertakes no obligation to update any of the forward-looking statements after the date of this press release.

Contact Information

  • EuroTrust Contact:
    Bo Kristensen
    CEO EuroTrust
    +45 7696 6000