| 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, 23 April 2020, at 10 a.m. | ||
| The general meeting will be held at the company’s address | ||
Svanevej 12, 2400 Copenhagen NV | ||
| | COVID-19 pandemic | |
| Taking the Danish government’s recommendations and regulations in relation to the COVID-19 pandemic into consideration, it may be necessary for the company's board of directors to take certain precautionary measures and steps necessary to ensure the health and safety of all parties involved and to ensure strict compliance with the Danish government's recommendations and regulations. In such case, the company may be represented by fewer members from the management at the general meeting on 23 April 2020. Further, the board of directors may encourage, in addition to the right to attend the general meeting physically, shareholders to attend the general meeting electronically and there vote electronically, participate by proxy or to vote by post in accordance with the Danish Companies Act. Ultimately, the board of directors may decide to postpone the holding of the general meeting if deemed necessary following Danish government’s recommendations and regulations. Shareholders may be advised that restrictions may apply on access to the premises where the meeting is held, and that these restrictions may preclude individuals from access based on their recent travel history, quarantine and/or signs of illness. In case the company's board of directors decides to take any precautionary measures prior to the holding of the general meeting, details of such measures will be communicated to the shareholders through a company announcement on the company's website and to the shareholders, who have requested this. | ||
| AGENDA | ||
| In accordance with article 9.1 of the company's articles of association, the board of directors has prepared the following agenda: | ||
| 1. Board of directors' report on the company's activities in the past year. | ||
| 2. Submission for approval of the audited annual report for the financial year 2019. | ||
| 3. Board of directors' proposed resolution on the appropriation of profit or covering of loss according to the approved annual report. | ||
| 4. Transaction of any resolutions proposed by the board of directors and any resolutions proposed by shareholders. | ||
| The board of directors has submitted the following proposed resolutions: | ||
| a. Proposed resolution to approve fees for the board of directors and for committees under the board of directors according to the remuneration policy attached to this notice. | ||
| b. Proposed modification of Remuneration policy and resolution to delete article 14.2 of the articles of association | ||
| 5. Election of members to the board of directors. | ||
| 6. Re-election of the auditor. | ||
| 7. Authorisation of chairman of the meeting. | ||
| 8. Any other business. | ||
| Elaboration on selected agenda items | ||
| Re agenda item 2 | ||
| The board of directors proposes that the audited annual report for the financial year 2019 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. | ||
| As a result of the amendments to section 139 and section 139a of the Danish Companies Act implementing the Shareholder Rights Directive II, the board of directors proposes that an updated remuneration policy as attached to this notice describing the terms of the remuneration paid to the board of directors and to the executive management be approved. | ||
| Re agenda item 4b | ||
| As a result of the amendments to section 139 and section 139a of the Danish Companies Ac implementing the Shareholder Rights Directive II according to which the previous requirement for general guidelines for incentive-based remuneration paid to the company's board of directors and to the executive management has been replaced by a requirement for a remuneration policy as attached to this notice, the board of directors proposes deletion of article 14.2 from the articles of association. | ||
| 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. | ||
| 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 1 April 2020 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 including appendices; (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.nordicom.dk. 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 item 4b is subject to the proposed resolution 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, 22 April 2020 at 12 noon (Danish time). Postal votes may also be cast at the company's website www.nordicom.dk no later than on Wednesday, 22 April 2020 at 12 noon (Danish time). | ||
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 Friday, 17 April 2020 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. Admission cards granted to the company's board of directors must reach Computershare A/S no later than on Friday, 17 April 2020 at 11.59 p.m. (Danish time). | ||
| 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, 16 April 2020. | ||
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, 1 April 2020 ____________________________ Park Street Nordicom A/S Board of directors |
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