NOTICE TO CONVENE an extraordinary general meeting of Nordic Shipholding A/S
The Board of Directors hereby convenes an extraordinary general meeting of Nordic Shipholding A/S (CVR no. 76 35 17 16) (the “Company”) to be held on
Friday 23 December 2022, at 10.00 (CET)
Gorrissen Federspiel, Axel Towers, Axeltorv 2
DK-1609 Copenhagen V
Agenda:
- Proposal for voluntary liquidation of the Company
- Proposal for the election of liquidator
Complete proposals
Item 1 – Proposal for voluntary liquidation of the Company and to amend the articles of association
The board of directors proposes to the general meeting to resolve to liquidate the Company by voluntary solvent liquidation, with the effect that the Company enters into liquidation on 23 December 2022 in accordance with the rules on liquidation in Chapter 14 of the Danish Companies Act.
Any proceeds arising from the liquidation shall be distributed among the shareholders in accordance with their shareholdings in the Company at the time of the liquidation. At present, the Company does not expect that any proceeds will be available for distribution to the Company’s shareholders.
The background for the proposal is, as stated in company announcements no. 1 dated 6 January 2022 and no. 6 dated 1 April 2022, that the sale of the Group’s remaining vessels, Nordic Anne, Nordic Amy and Nordic Agnetha, has been completed and that the board of directors, as stated in company announcements no. 2 dated 21 January 2022 and no. 9 dated 25 May 2022, has been engaged in discussions with the various stakeholders of the Company regarding a responsible and sound wind-up of the Company.
The liquidation can be completed only after expiry of a statutory three-months notice period during which the creditors of the Company may submit any claims against the Company. After the expiry of the notice period, an additional extraordinary general meeting will be convened for the purpose of deciding upon the completion of the liquidation of the Company. The liquidation is expected to be completed in the second half of 2023, pending the closure of the Company's Singapore subsidiaries.
Upon expiry of the statutory notice period and the convening of the subsequent extraordinary general meeting deciding upon the completion of the liquidation of the Company, the Company will file a request for deletion of the Company's shares from trading and listing at Nasdaq Copenhagen A/S.
If the proposal for voluntary liquidation is adopted, the following amendments to the articles of association of the Company will be made as a consequence:
- The name of the Company is amended to Nordic Shipholding A/S under liquidation. Section 1.1 of the Articles of Association will consequently have the following wording:
"The name of the Company is Nordic Shipholding A/S under liquidation."
- The Company's signature rule is amended so that the Company is bound by the signature of the liquidator. Section 12.1 of the Articles of Association will consequently have the following wording:
" The Company shall be bound by the signature of the liquidator."
- Section 12.2 regarding the authority of the board of directors to grant powers of procuration shall be deleted.
Item 2 – Proposal for the election of the liquidator
If the proposal for voluntary liquidation is adopted, the board of directors further proposes that attorney-at-law Louise Celia Korpela, Gorrissen Federspiel Advokatpartnerselskab, Axeltorv 2, 1609 Copenhagen V, be appointed liquidator of the Company.
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Adoption requirements
The adoption of item 1 requires the approval of at least 2/3 of the votes cast as well as of the part of the share capital represented at the general meeting.
Item 2 may be adopted by a simple majority of votes.
Share capital and shareholders’ voting rights
The Company’s share capital amounts to nominally DKK 40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.
The record date is 16 December 2022.
Shareholders holding shares in the Company on the record date, have the right to participate in and vote at the extraordinary general meeting. The shares held by the shareholder are calculated on the record date on the basis of entries in the share register and notifications of ownership received by the Company for the purpose of entering into the share register. Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.
Admission cards
Shareholders wishing to participate in the extraordinary general meeting must request an admission card.
Admission cards may be obtained through Euronext Securities’ website, www.vp.dk/agm. Furthermore, admission cards may be obtained by contacting Euronext Securities, by telephone +45 43 58 88 66, by email: cph-investor@euronext.com, or by written enquiry to Euronext Securities, Nicolai Eigtveds Gade 8 , DK-1402 Copenhagen, by using the form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com.
Requests for admission cards must be submitted so they are received by Euronext Securities no later than 19 December 2022.
Proxy
Shareholders unable to attend the extraordinary general meeting may issue a proxy to the board of directors or a third party. Proxies may be granted electronically at Euronext Securities’ website, www.vp.dk/agm. Furthermore, a proxy may be granted in writing by using the proxy form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed form may be submitted to Euronext Securities, at Nicolai Eigtveds Gade 8 , DK-1402 Copenhagen, or email: cph-investor@euronext.com.
Proxies must be submitted so they are received by Euronext Securities no later than 19 December 2022.
Postal voting
Shareholders unable to attend the extraordinary general meeting may submit their votes by mail (i.e. postal vote). Postal votes may be submitted electronically via Euronext Securities’ website www.vp.dk/agm. Furthermore, a postal vote may be submitted in writing by using the postal vote form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed postal vote form may be submitted to Euronext Securities, at Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, or email: cph-investor@euronext.com.
Postal votes must be submitted so they are received by Euronext Securities no later than 22 December 2022, at 12:00 noon (CET).
Additional information
Until and including the day of the extraordinary general meeting, additional information regarding the general meeting will be available on the Company’s website, www.nordicshipholding.com, including the notice with agenda and the complete proposals and a draft of the Company’s amended articles of association, and information on the total number of shares and voting rights on the date of the notice to convene.
Questions from the shareholders
Shareholders may ask questions to the agenda or to documents, etc. to be used at the extraordinary general meeting by email: info@nordicshipholding.com.
Personal data
For further information on how the Company collects and processes personal data, reference is made to the Company’s website www.nordicshipholding.com, where information on the Company’s policy on treatment of, and information regarding the protection of personal data is available.
Refreshments
No refreshments will be served at the general meeting.
Copenhagen, 1 December 2022
The board of directors
