08/2022 Notice of Extraordinary General Meeting of Green Hydrogen Systems A/S

Green Hydrogen Systems A/S

Company announcement 08/2022

Notice of Extraordinary General Meeting of Green Hydrogen Systems A/S

The Board of Directors is pleased to invite shareholders to an Extraordinary General Meeting of Green Hydrogen Systems A/S on

Monday 18 July 2022 at 12:30 CEST
at
Bech-Bruun Law Firm P/S
Langelinie Allé 35
DK-2100 Copenhagen
Denmark
        
The Extraordinary General Meeting will be held with the possibility of physical attendance only.

Agenda

1. Amendment of article 10.1 of the Articles of Association (size of the Board of Directors)
   
   

2. Election of members to the Board of Directors
   
   

Complete proposals

1.      Amendment of article 10.1 of the Articles of Association (size of the Board of Directors)


The Board of Directors proposes to amend article 10.1 of the Articles of Association to the effect that the Board of Directors consists of no less than four and no more nine members, all of whom must be elected by the general meeting. The proposal implies that article 10.1 of the Articles of Association is amended as follows:

"The board of directors consists of no less than four and no more than nine members, all of whom must be elected by the general meeting. Members of the board of directors must resign at the next annual general meeting, but members of the board of directors may be eligible for re-election.”

2.      Election of members to the Board of Directors


As set out in Green Hydrogen Systems’ company announcement 07/2022 of 13 June 2022, Thyge Boserup and Karen-Marie Katholm have decided to resign as members of the Board of Directors at the date of the Extraordinary General Meeting.

The Board of Directors proposes the election of Anders Vedel, Armin Schnettler and Karen Dyrskjøt Boesen as new members of the Board of Directors.

*****

Majority requirements
Adoption of the proposal made under item 1 of the agenda must be passed by at least two-thirds of the votes cast as well as of the share capital represented at the general meeting, cf. section 106(1) of the Danish Companies Act. Adoption of the proposal made under item 2 is subject to a simple majority of votes, cf. article 8.7 of the Articles of Association and section 105 of the Danish Companies Act.

Share capital and voting rights
On the date of this notice, the nominal share capital of Green Hydrogen Systems is DKK 81,986,929 divided into shares of a nominal value of DKK 1 each. Each share of nominally DKK 1 carries one vote (81,986,929 votes in total).

Participation and voting rights
All shareholders holding shares in the Company at the date of registration have a right to attend and vote at the Extraordinary General Meeting. The date of registration is Monday 11 July 2022.

The number of shares held by each shareholder at the date of registration is based on information recorded in the Company’s shareholders’ register at the expiry of the registration date, i.e., 23:59 CEST, as well as any notification received by the Company for registration but not yet entered in the shareholders’ register at the expiry of the registration date, i.e., 23:59 CEST.

Registration and notice of attendance
A shareholder wishing to attend the Extraordinary General Meeting must notify the Company of the shareholder’s attendance no later than on Thursday 14 July 2022 at 23.59 CEST. Attendance can be notified as follows:

• Via the InvestorPortal via the Euronext Securities webpage www.vp.dk/agm

• By completing, signing and returning a dated registration form (notification of attendance) by email to vp_vpinvestor@euronext.com. Registration forms can be used as found on Green Hydrogen Systems - Investor Relations

A shareholder or its proxy holder wishing to register an advisor for attending the Extraordinary General Meeting must state the name and email address of the advisor when submitting the notification of attendance.

Confirmation on registered attendance will be sent solely by email to the email address specified upon registration. Accordingly, please state the email address to which such confirmation is to be sent.

Proxy
Shareholders may attend the Extraordinay General Meeting by proxy to the Board of Directors or a third party. Proxies can be granted electronically via the InvestorPortal, or by completing, signing and returning a dated proxy form by email to vp_vpinvestor@euronext.com. Proxy forms can be found at Green Hydrogen Systems - Investor Relations.

Proxies must be received by the Company no later than Thursday 14 July 2022 at 23.59 CEST.

Proxies can be revoked by the shareholder at any time. Revocation must be submitted in writing by e-mail to vp_vpinvestor@euronext.com.

Postal vote
Shareholders may vote by post with respect to the agenda items of the Extraordinary General Meeting. Postal votes can be submitted electronically via the InvestorPortal, or by completing, signing and returning a dated postal vote form to vp_vpinvestor@euronext.com. Postal vote forms can be found at Green Hydrogen Systems – Investor Relations.

Postal votes must be received by the Company no later than Friday 15 July 2022 at 11.59 CEST.

Postal votes cannot be revoked.

Information at the Company’s website

Further information on the Extraordinary General Meeting and the following information and documents will be available at the Company's website Green Hydrogen Systems - Investor Relations until and including the date of the Extraordinary General Meeting:

1. The notice convening the Extraordinary General Meeting, including the agenda and complete proposals

2. The total number of shares and voting rights as of the date of this notice

3. Proxy/postal voting forms applicable to the Extraordinary General Meeting
   
   

Personal data
Prompted by requirements set out in the Danish Companies Act, the Company processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communications. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events. Furthermore, the Extraordinary General Meeting will be broadcasted live by webcast. You can read more about how the Company processes personal information on the Company’s website: Privacy Policy.

Language
The Extraordinary General Meeting will be conducted in Danish, and all representatives of the Company and the chairman of the Extraordinary General Meeting will make their presentations and answer questions in Danish. Shareholders may choose to submit questions and comments in Danish or English.

*****

The Board of Directors
13 June 2022

For more info please contact:

Investors: Jens Holm Binger, Head of Investor Relations, +45 6065 6525, jhb@greenhydrogen.dk

Media: Aleksandra Lozinska, Head of Marketing and Media Relations, +45 4414 0344, alo@greenhydrogen.dk

Green Hydrogen Systems in brief

Green Hydrogen Systems is a clean technology company and a leading provider of standardised and modular electrolysers for the production of green hydrogen solely based on renewable energy. With its wide range of possible applications, green hydrogen plays a key role in the ongoing fundamental shift in our energy systems towards a net-zero emission society in 2050. As a result, the demand for green hydrogen is surging, requiring a significant scale-up of electrolysis capacity. Founded in 2007 and building on more than 10 years of technology development, Green Hydrogen Systems today have a commercially proven and cost-competitive electrolysis technology endorsed by leading green energy companies.

Source: Green Hydrogen Systems
Ticker: GREENH
Tag: Company announcement

Attachment

• 08_2022 Green Hydrogen Systems - Notice of Extraordinary General Meeting