Company release no. 12 / 2012 – Results of the Extraordinary General Meeting

Tower Group A/S 

25.05.2012 20:26
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On 25 May 2012 an Extraordinary General Meeting of



                                Tower Group A/S

                  Company Registration No. (CVR): 64 13 84 13

                                (the 'Company')



was held at the Company's address, Nørre Voldgade 11, 1st floor, 1358
Copenhagen K, Denmark. 



The agenda was as follows:

  1. Election of the chairman of the meeting.

  1. Approval of the transaction whereby the Company sells, and FFIRE Investment
     GmbH and Value Development GmbH purchases, Tower I Immobilien erste GmbH,
     Tower I Immobilien neunte GmbH, Eranus Real Estate Investment GmbH, Tower
     Pension 1 GmbH, Tower Pension 2 GmbH, and Molinia sp z.o.o. pursuant to the
     sales and transfer purchase agreement between the Company and FFIRE
     Investment GmbH and Value Development GmbH, dated 3 April 2012.

  1. Approval of the liquidation of the Company and appointment of a liquidator.

  1. Approval of an application for the delisting of the shares of the Company
     from trading and official listing with NASDAQ OMX Copenhagen A/S.

  1. Notification of the resignation of the members of the board of directors,
     if the liquidation of the Company is not approved.

  1. Election of new members of the board of directors, following item 5 on the
     agenda, if the liquidation of the Company is not approved.

  1. Authorisation in respect of filing and registration of resolutions as
     applicable.

                                      - 0 -

Re 1

Attorney-at-law Zygmunt Auster, Plesner Law Firm, was in accordance with
section 6.1 of the articles of association appointed chairman of the meeting by
the board of directors (the 'Board'). Accordingly, item 1 was withdrawn from
the agenda. 

The chairman of the meeting noted that the Extraordinary General Meeting, in
accordance with section 9.2 of the articles of association, was to be held in
English without simultaneous translation to Danish. 

The Extraordinary General Meeting had been convened electronically via NASDAQ
OMX Copenhagen A/S' reporting system and on the Company's website on 3 May
2012. The notice convening the meeting had also been made public via the
information system of the Danish Business Authority. The shareholders, who had
requested so, had received a notice on the same day. 

The chairman of the meeting concluded that the Extraordinary General Meeting
had been duly convened in accordance with the Danish Companies Act and the
Company's articles of association. None of the present shareholders made any
objection in that respect. 

The chairman of the meeting noted that according to the report from VP Services
A/S DKK 123,876,074 equal to 71.77 % of the Company's share capital were
present in person or represented by powers of attorneys. 



Re 2

The chairman of the meeting asked Petr Skrla, a member of the Board, to address
the meeting and substantiate item 2 of the agenda. 

Petr Skrla informed the shareholders that the Board continues its efforts to
complete the sale according to the mentioned sales and purchase agreement of 3
April 2012, as described in Company release no. 5, 4 April 2012. 

Petr Skrla also informed that there are certain important conditions, which
have not been met yet. There is, however, an expectation that these conditions
will be clarified and fulfilled during the next hours. As a result, the Board
suggested that the current Extraordinary General Meeting was suspended and
subjected to continuation later on this day 25 May 2012, at 4:00 p.m. 

The chairman of the meeting consequently decided to postpone the Extraordinary
General Meeting until 25 May 2012 at 4:00 p.m., where the meeting would be
reassumed. The participating shareholders had no objections in that respect. 

At 4:00 p.m. the Extraordinary General Meeting was reconvened.

All shareholders present at the Extraordinary General Meeting's beginning were
present again. 

Petr Skrla informed the shareholders that the remaining conditions had been
resolved adequately and that the meeting could be reassumed and continued in
accordance with the agenda. 

Petr Skrla set out the circumstances of this Extraordinary General Meeting, the
results of the sales process, and the main items of the sales and transfer
purchase agreement between the Company and FFIRE Investment GmbH and Value
Development GmbH, dated 3 April 2012. 

Petr Skrla explained the reasons for the position taken unanimously by the
Board and recommended on behalf of the Board that the shareholders approved the
transaction. 

Petr Skrla concluded that although the proceeds from the transaction were
unfortunately not expected to suffice for any distribution to the shareholders,
the transaction from the Board's point of view was to the advantage of the
Company and the other stakeholders. 

The shareholders had the possibility to ask questions.

The chairman of the meeting stated that the motion may be carried if minimum
2/3 of the votes cast as well as at least 2/3 of the share capital represented
at the Extraordinary General Meeting vote in favour. 

The proposal to approve the transaction was adopted unanimously by the votes of
all present and represented shareholders. 



Re 3

The chairman of the meeting gave the floor to Martin Coté, CEO, and member of
the Board. 

Martin Coté presented the Board's motion that the Company enter into
liquidation proceedings as per 25 May 2012, pursuant to chapter 14 of the
Danish Companies Act. 

Further, Martin Coté announced that the Board has agreed to propose
Rechtsanwalt, Dr. Christian Eichberger, Stresemannstraße 76, 10963 Berlin,
Germany, to be elected as the liquidator and as such to replace the Board and
the management. 

Martin Coté made a short presentation of Dr. Christian Eichberger and the
motivation for the proposal. 

The chairman of the meeting stated that the motion may be carried if minimum
2/3 of the votes cast as well as at least 2/3 of the share capital represented
at the Extraordinary General Meeting vote in favour. 

The proposal was adopted unanimously by the votes of all present and
represented shareholders. 

Hence, the Extraordinary General Meeting approved the proposal and the
appointment of Dr. Christian Eichberger as liquidator. The present Board and
management will thus be replaced by Dr. Eichberger as per the date of this
Extraordinary General Meeting and deregistered as per the date of the
notification to the Danish Business Authority. 



Re 4

Pursuant to item 3, the chairman of the meeting presented the proposal that the
Company files an application for the delisting of the Company's shares from
trading and official listing with NASDAQ OMX Copenhagen A/S. 

Martin Coté commented and substantiated the proposal.

The chairman of the meeting noted that the motion may be carried by simple
majority. 

The proposal was adopted unanimously by the votes of all present and
represented shareholders. 



Re 5

The chairman of the meeting noted that item 3 of the agenda - the liquidation
of the Company and appointment of Dr. Christian Eichberger as liquidator had
been approved. 

Accordingly, item 5 was withdrawn from the agenda.



Re 6

The chairman of the meeting established that item 3 of the agenda - liquidation
of the Company and appointment of Dr. Christian Eichberger as liquidator had
been approved. 

Accordingly, item 6 was withdrawn from the agenda.



Re 7

The chairman of the meeting presented the proposal that attorney-at-law Jakob
Schou Midtgaard at Plesner Law Firm will be authorised in respect of filing and
registration of resolutions, etc. 

The chairman of the meeting stated that the motion may be carried by simple
majority. 

The Extraordinary General Meeting approved the proposal unanimously and with
all votes. 

                                      - 0 -

There was no further business.

The Chairman of the meeting thanked the participating shareholders for peace
and order during the meeting and concluded the agenda. 

The Extraordinary General Meeting was adjourned.



Chairman:





_______________________________

Zygmunt Auster, attorney-at-law
News Source: NASDAQ OMX



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Language:     English
Company:      Tower Group A/S
              
               
              Denmark
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         DK0011188035
WKN:          
 
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