| Annual general meeting of Park Street Nordicom A/S |
| 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, 22 April 2021, at 11 a.m. CET | ||
| 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 is 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. Therefore, the company will be represented by fewer members from the board of directors and management at the general meeting on 22 April 2021. Further, the board of directors encourages the shareholders not to attend the general meeting physically and instead to participate by proxy or to vote by post in accordance with the Danish Companies Act. If attending the general meeting physically, shareholders may be advised that certain restrictions may apply on access to the premises where the meeting is held, and 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 other 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 2020. | ||
| 3. Board of directors' proposed resolution on the appropriation of profit or covering of loss according to the approved annual report. | ||
| 4. Presentation of and advisory vote of the remuneration report for 2020 | ||
| 5. Other 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 in relation to remuneration to the board of directors and to committees under the board of directors for 2021. | ||
| b. Proposed resolution to change the name of the company and consequently, change the articles of association and adopt the current name as a secondary name. | ||
| c. Proposed resolution to authorise the board of directors to permit the company to acquire class A shares and change the current authorisation in the articles of association | ||
| d. Proposed resolution to authorise board of directors to permit the company to acquire class B shares and incorporate a new authorisation in the articles of association | ||
| e. Proposed resolution to change the agenda of the ordinary general meeting in the articles of association. | ||
| f. Proposed resolution to extend the power to sign for the company and change the current power to sign for the company in the articles of association. | ||
| 6. Election of members to the board of directors. | ||
| 7. Re-election of the auditor. | ||
| 8. Authorisation of chairman of the meeting. | ||
| 9. 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 2020 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 4 | ||
| The board of directors proposes that the remuneration report for 2020 be adopted. | ||
Re agenda item 5a | ||
| 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 the company. | ||
Re agenda item 5b | ||
| The board of directors proposes to change the name of the company to Park Street A/S. | ||
| Consequently, the board of directors proposes that section 1.1 of the articles of association is amended to the following wording: "The Company’s name shall be Park Street A/S" | ||
| Further, the board of directors proposes that the current name of the company, Park Street Nordicom A/S, is adopted as a secondary name. | ||
| Consequently, the board of directors proposes that section 1.2 of the articles of association is amended to the following wording: "Company shall also carry on business under the secondary names Park Street Nordicom A/S, Nordicom A/S, Kom-plementarselskabet af 3. april 2007 ApS, Nordicom Udvikling A/S, Nordicom Bolig A/S, Astervej A/S, Emdrup Have A/S, Hammershøj A/S, Lindholm A/S, Skråningshusene A/S, Skærgården, Egå A/S, Sluseholmen Karré G A/S, Udviklingsselskabet A/S, Ved Stigbordene A/S, Havnestaden A/S, Butikscentre A/S, Susågaarden A/S, Ballerup Idrætsby Marbækvej A/S, Zleep Hotel Ballerup A/S, Emdrup Park A/S, Enghave Brygge A/S, Tømmergraven A/S, Nordicom Ejendom A/S, Detailhandelsselskabet A/S, Nordicom Detail A/S, Nordicom Park-ing A/S, Nordicom Sverige A/S, Nordicom Trevi A/S, Nordicom Tyskland A/S, Trevipark Scandinavia A/S, Nordicom Boligejendomme A/S, Nordicom Byejendomme A/S, Nordicom Strøgejendomme A/S, Kanalparken A/S, Nordicom Domicilejendomme A/S, Nordicom Kon-torejendomme A/S, Hejrevej 26-28, 2400 København NV. A/S, Nordicom Butiksejendomme A/S, Logistik- og Produktionsejendomme A/S, Nordicom Finans A/S, and Ejendoms-selskabet ID III A/S." | ||
Re agenda item 5c | ||
| The board of directors proposes that the general meeting authorises the board of directors until 2026 to allow the company to acquire treasury shares on an ongoing basis up to an aggregated nominal maximum amount corresponding to 35% of the company's class A shares of DKK 1.00 in accordance with section 198 of the Danish Companies Act. The purchase price paid in connection with the acquisition of the treasury shares must correspond to the price listed on Nasdaq Copenhagen on the date of acquisition. | ||
| Consequently, the board of directors proposes that section 3.7 of the articles of association is amended to the following wording: "The board of directors is authorised in the period until 21 April 2026 to allow the Company to acquire class A treasury shares corresponding to a total of 35% of the Company's class A share capital. The consideration paid must correspond to the price listed on Nasdaq Copenhagen on the date of acquisition." | ||
Re agenda item 5d | ||
| The board of directors proposes that the general meeting authorises the board of directors until 2026 to allow the company to acquire treasury shares on an ongoing basis up to an aggregated nominal maximum amount corresponding to 35% of the company's class B shares of DKK 1.00 in accordance with section 198 of the Danish Companies Act. The purchase price paid in connection with the acquisition of the treasury shares must correspond to the price of the Company's class A share capital listed on Nasdaq Copenhagen on the date of acquisition. | ||
| Consequently, the board of directors proposes that a new section 3.8 is incorporated in the articles of association with the following wording: " The board of directors is authorised in the period until 21 April 2026 to allow the Company to acquire class B treasury shares corresponding to a total of 35% of the Company's class B share capital. The consideration paid must correspond to the price of the Company's class A share capital listed on Nasdaq Copenhagen on the date of acquisition." | ||
Re agenda item 5e | ||
| The board of directors proposes that the standard agenda for the company's annual general meetings as set out in section 9.1 of the Articles of Association is updated to include presentation of the company's remuneration report for advisory vote in order to meet the requirement under section 139(b) of the Danish Companies Act. | ||
| Consequently, the board of directors proposes that section 9.1 of the articles of association is amended to the following wording: "The agenda for the Ordinary General Meeting at which the annual report with audit report and Company Report shall be presented to the shareholders shall include the following: 1. Report from the Board of Directors on the activities during the past year. 2. Presentation of annual report for approval. 3. Proposal from the Board of Directors regarding distribution of profit or covering of loss according to the approved annual report. 4. Advisory vote of the company's remuneration report. 5. Discussion of possible proposals from the Board of Directors and any proposals from shareholders. 6. Election of members of the Board of Directors. 7. Election of up to two auditors, of whom at least one shall be a state-authorised public accountant. 8. Other business." | ||
Re agenda item 5f | ||
| The board of directors proposes that the power to sign for the company is extended with the result that the company shall be bound by the signature of one member of the executive board in addition to the current power to sign for the company delegated to two members of the board of directors acting jointly or one member of the executive board and one member of the board of directors acting jointly. | ||
| Consequently, the board of directors proposes that section 15.1 of the articles of association is amended to the following wording: "The Company shall be bound by the joint signatures of two members of the Board of Directors, by the joint signatures of one member of the Executive Board and one member of the Board of Directors or by the signature of one member of the Executive Board." | ||
Re agenda item 6 | ||
| The board of directors proposes that Pradeep Pattem, Ohene Aku Kwapong, Anita Nassar and Andrew La Trobe be re-elected to the board of directors. | ||
| Further, the board of directors proposes election of Peter Rading as a new board member. Peter Rading is a Swedish citizen who graduated with a Bachelor of Science in Business Administration Summa Cum Laude from Georgetown University DC in 1986. He worked for Royal Bank of Scotland Plc from 1990 to 2013, running multiple complex global businesses for the bank between 2000 and 2013, when he then retired from the bank and the banking industry. His final position at the bank was as Global Co-Head of Trading and included his serving on the Investment Bank executive committee, the Markets division management committee and as Chair of the bank’s technology board. These senior positions Peter held at the bank, required him to take responsibility for setting up new and discontinuing existing activities, developing in the process a strong reputation for successful innovation and hiring and retaining successful people for the bank. Since his departure from Royal Bank of Scotland Plc in 2013, Peter has actively focused on private investment activity in the real estate sector, including an active involvement in the Nordics and high growth specialist real estate sub-sectors. His deep managerial experience and the expertise developed in the real estate sector would be a great asset to the Company. Peter Rading currently holds the following management and director positions: Management positions:
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Re agenda item 7 | ||
| 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 8 | ||
| 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 31 March 2021 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 (included in this notice); (iii) the agenda including appendices (included in this notice); (iv) the complete proposed resolutions (included in this notice); (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, 5a, 6, 7 and 8 is subject to a simple majority of the votes cast; see article 10.1 of the articles of association. | ||
| Adoption of agenda items 5b, 5c, 5d, 5e and 5f 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. | ||
| Agenda item 4 is subject advisory vote. | ||
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, 21 April 2021 at 12.00 CET (Noon). Postal votes may also be cast at the company's website www.nordicom.dk no later than on Wednesday, 21 April 2021 at 23.59 CET. | ||
Proxy | ||
| Shareholders may attend the general meeting by proxy. The attendance of the shareholder or his/her proxy shall be filed with the company no later than Friday, 16 April 2021 at 11.59 p.m. CET. 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, 16 April 2021 at 11.59 p.m. CET. | ||
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, 15 April 2021. | ||
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. The company owns 1,037,804 treasury shares as of the date of the notice calling the general meeting. Voting rights cannot be exercised in relation to these treasury shares. Hence, the total number of voting rights of the Company that can be exercised at the general meeting amounts to 66,475,928. | ||
Miscellaneous | ||
| It should be noted that there will be no food or drinks after the general meeting is closed. |
| Copenhagen, 31 March 2021 ____________________________ Park Street Nordicom A/S Board of directors |