| According to article 6.2 of the articles of association, the annual general meeting of Park Street Nordicom A/S is hereby called to be held on | ||
Thursday, the 25 April 2019, at 10 a.m. | ||
| The general meeting will be held at the company’s address | ||
Svanevej 12, 2400 Copenhagen NV | ||
AGENDA | ||
In accordance with article 9.1 of the company's articles of association, the board of directors has prepared the following agenda: | ||
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| The board of directors has submitted the following proposed resolutions: | ||
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Elaboration on selected agenda items | ||
Re agenda item 2 | ||
| The board of directors proposes that the audited annual report be approved. | ||
Re agenda item 3 | ||
| The board of directors proposes that the results in accordance with the approved annual report be transferred to next year. | ||
Re agenda item 4a | ||
| The board of directors proposes that the annual directors' fees will remain unchanged at DKK 250,000 for the chairman, DKK 150,000 for the vice-chairman (if relevant) and DKK 100,000 for ordinary members of the board of directors. | ||
| The board of directors further proposes to maintain the audit committee. The chairman of the committee will receive an annual fee of DKK 75,000 and the other members will receive an annual fee of DKK 50,000. | ||
| In addition to fees, the members of the board of directors will receive reimbursement of personal expenses relating to the holding of board meetings and committee meetings in Park Street Nordicom. | ||
Re agenda item 4b | ||
| The board of directors proposes to delete article 3.7 and article 3.8 of the articles of association in its entirely. Under article 3.7 of the articles of association, the company's board of directors is authorised in the period until 31 December 2018 to increase the company's class B share capital by a nominal amount of no more than DKK 150,000,000 at market price by cash payment without preemption rights for the company's existing shareholders. Under article 3.8 of the articles of association, the company's board of directors is authorised in the period until 31 December 2018 to increase the company's class B share capital by a nominal amount of no more than DKK 400,000,000 at market price by debt conversion without preemption rights for the company's existing shareholders. Since both the authorisations now have expired, the board of directors proposes that article 3.7 and article 3.8 be deleted in its entirely. | ||
Re agenda item 4c | ||
| Based on the recommendations for corporate governance from the Committee on Corporate Governance in Denmark, implemented by NASDAQ Copenhagen A/S in its Rules for issuers of shares, the board of directors proposes to allow election or re-election of board members with an age of 72 years or older. If the proposal is adopted, article 13.1 is proposed amended as follows: Article 13.1: "The Company shall be managed by a Board of Directors of 3-6 members elected at the General Meeting. The Board of Directors shall be elected for a period of one year, but re-election shall be possible. The Board of Directors shall elect a chairman from among the members and shall establish its own procedures." | ||
Re agenda item 4d | ||
| The board of directors proposes to rename article 15a to article 14.2 of the articles of association. Further, the board of directors proposes to update the date of approval of the general guidelines for the company's incentive pay scheme for the executive board as follows: Article 15a: "Article 14.2 At the Ordinary General Meeting of the Company on 23 April 2014, the General Meeting approved the general guidelines for the Company's incentive pay scheme for the Executive Board according to section 139 of the Danish Limited Companies Act. The guidelines have been published on the Company's homepage: www.nordicom.dk." | ||
Re agenda item 4e | ||
| The board of directors proposes to update the statutory power of article 19.3 of the articles of association as follows: Article 19.3: "The Company may disclose information only in English in accordance with section 4, sub-section 4 of the Danish Executive Order on Issuer's Duty to Provide Information (Bekendtgørelse om udsteders oplysningsforpligtelser)." | ||
Re agenda item 5 | ||
| The board of directors proposes that Pradeep Pattem, Ohene Aku Kwapong, Anita Nassar, Andrew La Trobe and Lars-Andreas Nilsen be re-elected to the board of directors. Further, the board of directors proposes election of Per Høpfner as a new board member. Per Høpfner is a Danish citizen with considerable experience in project development and construction management of the renovation, conversion and development of property. He was appointed an engineer at A. Jespersen & Søn A/S in 1971, then one of the largest construction companies in Denmark, and in 1974 was made a sectional engineer at the company with responsibility for renovation projects. In 1979 Per Høpfner became a shareholder and director responsible for Renovation at Islev & Co A/S, where he remained until 1984 when he was appointed as the CEO of JPC Enterprise A/S, a company with an annual turnover of DKK400-500 million. Per Høpfner departed from JPC Enterprise A/S in 1991 and established his own group of property development companies (Høpfner & Co A/S, Høpfner A/S, Høpfner Partners ApS and Høpfner Projects ApS), and in the following years held the positions of CEO, Chairman and Director of such companies. Per Høpfner qualified as a Carpenter and Building Engineer at Copenhagen Teknikum in 1970. Per Høpfner's specific competencies, which are important for the performance of his directorship in the company, are his insight and knowledge in the property market. Per Høpfner currently holds the following management and director positions: Management positions:
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Re agenda item 6 | ||
| Based on the recommendation from the audit committee, the board of directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PWC) be re-elected. The audit committee has confirmed that the committee has not been influenced by any third party and that the committee has not been subject to any agreements restricting the general meeting's election of auditors to certain categories or lists of auditors or auditing firms. | ||
Re agenda item 7 | ||
| The chairman of the general meeting is authorised to make any such amendments and additions to the resolutions passed at the general meeting and the application for registration with the Danish Business Authority (Erhvervsstyrelsen) that may be required by the Authority in connection with the registration of the amendments passed. | ||
Documents available at the company's office and website | ||
| The following documents will no later than 3 April 2019 be available for the shareholders' inspection at the company's office located at Svanevej 12, DK-2400 Copenhagen NV: (i) the notice calling the general meeting; (ii) the total number of shares and voting rights as at the date of the notice calling the general meeting; (iii) the agenda; (iv) the complete proposed resolutions; (v) the audited annual report; (vi) the articles of association and (vii) the voting forms. | ||
| This material will also be available at the company's website www.psnas.com. The relevant material will also be sent to each registered shareholder who has made a request to that effect. | ||
Voting requirements | ||
| Adoption of agenda items 1, 2, 3, 4a, 5, 6, and 7 is subject to a simple majority of the votes cast; see article 10.1 of the articles of association. Adoption of agenda items 4b, 4c, 4d, and 4e, is subject to each of the proposed resolutions being passed by at least two-thirds of the votes cast at the general meeting as well as at least two-thirds of the share capital represented at the general meeting; see article 10.1 of the articles of association. | ||
Postal vote | ||
| Shareholders may vote by post before the general meeting. If the shareholders wish to vote by post, they must complete and return the enclosed form which must reach Computershare A/S no later than on Wednesday 24 April 2019 at 12 noon (Danish time). Postal votes may also be cast at the company's website www.psnas.com no later than on Wednesday 24 April 2019 at 12 noon. | ||
Proxy | ||
| Shareholders may attend the general meeting by proxy. In case of third party proxy, the shareholder must request an admission card and voting card in the name of such third party. Proxies granted to the board of directors must be proxies to cast votes only in accordance with the board of directors' recommendations or according to a proxy form. Proxies granted to the company's board of directors must reach Computershare A/S no later than on Wednesday 17 April 2019 at 11.59 p.m. (Danish time). | ||
Admission cards, voting cards and registration date | ||
| Admission cards for the annual general meeting will be sent electronically by e-mail to the e-mail addresses stated in the shareholders' portal at the registration date. The admission card must be presented at the general meeting either electronically on a smartphone/tablet or in printed form. | ||
| Shareholders having requested admission cards without specifying their e-mail address may pick up their admission cards at the entrance to the general meeting upon presentation of a valid ID. | ||
| Voting cards will be handed out at the access control at the general meeting. | ||
| The registration date is Thursday 18 April 2019. | ||
Questions from the shareholders | ||
| The shareholders may ask questions about the items on the agenda or documents etc. to be used by the general meeting until the general meeting by written correspondence to the company marked "Annual general meeting" or by e-mail to nordicom@nordicom.dk. Questions and answers will be available at the company's website and presented at the general meeting. | ||
Share capital and voting rights | ||
| The company's share capital is DKK 67,513,732.00, divided into DKK 12,027,858 class A shares of DKK 1.00 each or multiples thereof and DKK 55,485,874 class B shares of DKK 1.00 or multiples thereof. Each share amount of DKK 1.00 shall carry one vote. Thus, the class A shares and the class B shares have the same voting rights. | ||
Miscellaneous | ||
| It should be noted that there will be no food or drinks after the general meeting is closed. |
Copenhagen, 2 April 2019 ____________________________ Park Street Nordicom A/S Board of directors |