Company Announcement No. 05/2019
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NOTICE OF CONVENTION OF ANNUAL GENERAL MEETING
ERRIA A/S
CVR NO. 15300574
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Time: Thursday, April 11, 2019 at 11 A.M.
Venue: Torvet 21A, 1., 4600 Køge, Denmark
The board of directors has appointed Søren Storgaard, Bag Haverne 32, 4600 Køge, Denmark as chairman of the meeting.
AGENDA
- Introduction.
- Election of chairman of meeting.
- Report of the board of director on the company's business for 2018.
- Submission of the audited annual report for approval.
- Resolution on the application of profits or covering of losses according to the adopted annual report.
- Resolution on discharge to the board of directors and managers.
- Election of members of the board of directors.
- Appointment of auditor.
- Authorisation to acquire treasury shares (own shares).
- Proposed resolutions received from the board of directors or shareholders.
- Proposal on authorization of the board of directors valid through April 10, 2024 to increase the capital of the company in one or more transactions by 20 percent of the current capital of the company equal to nominally DKK 1,737,270.00 in total during the aforementioned period by way of cash payment or full or partial in-kind contributions. Capital increases are not subject to pre-emption by shareholders and shall be effected on the basis of the market price as determined by the board of directors based on objective criteria in advance by the board of directors of the company. The authorization, the wording of which is set out in Attachment 1 hereto, shall be included as a replacement of the current section 19 in the articles of association of the company.
- Amendments to the articles of association with the modification of section 19.
- Authorization of the chairman of the meeting to file the resolutions with the Danish Business Authority.
- Re-establishment of equity position.
- Any other business.
Resolution no. 7
The board of directors propose that each member of the board of directors be re-appointed. The directors include:
- Flemming E. Ipsen, Chairman
- Peter Kristian Ellegaard, Deputy Chairman
- Lotte G. Lundberg
- Kristian Svarrer
Resolution no. 9
The board of directors propose that it be authorized through April 18, 2020 to direct the company to purchase treasury shares representing up to 10 percent of the capital of the company at a price not to deviate by more than 10 percent of the market price prevailing at the time of the acquisition of such shares.
Special requirements for passing resolutions no. 11 and 12
As announced on October 1, 2018 (company announcement no. 14/2018), the authority granted to the board of directors of the company at a special general meeting held on September 20, 2018 to issue up to 789,668 shares has been fully exhausted. In order to raise further capital, the board of directors requests authority to issue up to 1,737,270 new shares of the company equal to 20 percent of the current capital of the company of DKK 8,686,354.00.
Pursuant to section 106 of the Danish Company Act, the proposed resolutions no. 11 and 12 for authority to the board of directors to increase the share capital of the company may be passed subject to a two-thirds majority vote.
As of the date hereof, the share capital of the company is DKK 8,686,354.00. Each share carries one vote and has a nominal value of DKK 1.00.
Pursuant to section 4a of the articles of association, the cut-off time for registration is April 4, 2019 at 11:59 P.M.
Shareholders who holds shares in the company as of the time of registration on or before April 4, 2019 are entitled to attend and vote at the annual general meeting. Attendance is conditional upon the shareholders has timely obtained an admission card as described below.
Attachment 1 sets out the proposed wording of clause 19 of the articles of association of the company.
Resolution no. 14
The board of directors of the company notes that the accumulated losses exceed the share capital of the company. As required by applicable law, the board of directors will present at the general meeting a plan intended to restore the capital of the company.
Admission cards
To attend the general meeting, shareholders are required to order admission cards. Admission cards may be obtained through the VP InvestorPortalen (click here), at Erria homepage (click here) , or through Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark (phone +45 3336 4400 or e-mail aktionaer@erria.dk) no later than April 5, 2019.
Proxy
A shareholder may issue a proxy online through VP InvestorPortalen (click here), or by using the attached proxy and voting form. The proxy and voting form is also available the company website (click here).dk. Signed and dated proxy and voting forms should be submitted to Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark in time for receipt by the company no later than April 5, 2019.
Letter of absentee vote
The shareholders may also vote online through VP investorPortalen (Click here), or in writing using the attached proxy and voting form. The proxy and voting form is also available the company website (click here). Signed and dated proxy and voting forms should be submitted to Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark in time for receipt by the company no later than noon on April 10, 2019.
Questions from shareholders
Shareholders may at anytime prior to the date of the general meeting raise questions regarding the agenda or documentation related to the meeting by writing Erria A/S, Torvet 21A, 1., 4600 Køge, or emailing at aktionaer@erria.dk.
Information regarding the ordinary general meeting
The company will publish on its website www.erria.dk on March 20, 2019 the notice of convention, the agenda, the complete proposed resolutions, an overview of the current and proposed articles of association, its 2018 annual report, the aggregate number of shares and voting rights as of the date of the notice of convention and the proxy and voting form related to the general meeting. The information will also be available for inspection by the shareholders at the company headquarters two weeks before the general meeting on week days from 9 A.M. through 4 P.M.
For further information, please contact Henrik N. Andersen by phone at +45 3336 4400.
Peter Kristian Ellegaard Henrik N. Andersen
Chairman of the Board of Directors Group Chief Executive Officer
Headquartered in Denmark, Erria A/S is an international marine and logistics services company with operations in Denmark, Vietnam, Ghana and Venezuela. With nearly 200 employees and associates across the world, the Erria Group every day serves the needs of container shipping companies, ship owners and several other actors in the shipping and logistics sector. The Erria A/S stock is traded at the NASDAQ First North platform in Copenhagen, Denmark (Bloomberg code: ERRI:DK – ISIN: DK0060101483).
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