NTG Nordic Transport Group A/S - Annual General Meeting 2021

Company announcement no 14 - 21
8 April 2021

NTG Nordic Transport Group A/S - Annual General Meeting 2021

Today, at 15:00 CEST, NTG Nordic Transport Group A/S (“NTG" or the "Company”), CVR no. 12 54 61 06, held its Annual General Meeting completely electronically.

All proposals presented to the General Meeting were adopted:

Items 1-3
The General Meeting acknowledged the management's report on NTG's activities in the past financial year and NTG's audited Annual Report for 2020 was approved. The General Meeting also approved that the financial result for 2020 was carried forward to the next financial year.

Items 4-5
NTG's Remuneration Report for 2020, which is subject to the new regulation from the implementation of the Shareholder Rights Directive in the Danish Companies Act, was presented and approved by the General Meeting as proposed by the Board of Directors. The General Meeting also approved the remuneration for the Board of Directors for the financial year 2021.

Item 6
All the incumbent board members were re-elected as recommended by the Nomination Committee:

• Eivind Drachmann Kolding

• Jørgen Hansen

• Finn Skovbo Pedersen

• Ulrik Ross Petersen

• Jesper Præstensgaard

• Carsten Krogsgaard Thomsen

• Karen-Marie Katholm

Item 7
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as NTG's auditor as proposed by the Board of Directors in accordance with the recommendation of the Audit Committee.

Item 8
The following proposals from the Board of Directors were approved by the General Meeting:

Item 8a
Adoption of "NTG A/S" as a new secondary name of the Company and amendment of Article 1 of the Articles of Association accordingly.

Item 8b
Amendment of Article 4(2) of the Company's Articles of Association in order to reduce the limit for the Board of Directors’ authorisation to increase the share capital by contribution in kind without pre-emption rights for the existing shareholders from a total nominal sum of up to DKK 1,200,000,000 to a total nominal sum of up to DKK 90,597,624 and to extend the duration of the authorisation until 8 April 2026.

Item 8c
Amendment of Article 4(3) of the Company's Articles of Association in order to reduce the limit for Board of Directors’ authorisation to increase the share capital by cash payment without pre-emption rights for the existing shareholders from a total nominal sum of up to DKK 400,000,000 to a total nominal sum of up to DKK 90,597,624 and to extend the duration of the authorisation until 8 April 2026.

Item 8d
Deletion of Article 4(h) of the Company's Articles of Association regarding issuance of bonus shares.

Item 8e
Amendment of Article 4(i) of the Company's Articles of Association in order to reduce the limit for Board of Directors’ authorisation to issue warrants and to increase the share capital by cash payment from a total nominal sum of up to DKK 300,000,000 to a total nominal sum of up to DKK 45,000,000 and to extend the duration of the authorisation until 8 April 2026.

Item 8f
Adoption of a total cap equivalent to 20% of the Company's share capital for the Board of Directors' authorisation to increase the Company's share capital under Articles 4(2), 4(3) and 4i(1)-4i(5) of the Articles of Association by inserting a new Article 4j in the Company's Articles of Association.

Item 8g
Adoption of an authorisation to the Board of Directors' to conduct completely electronic general meetings in accordance with Section 77(2) of the Danish Companies Act by inserting a new Article 8a in the Company's Articles of Association.

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Additional information

For additional information, please contact:

Christian D. Jakobsen, Group CFO +45 76 32 09 89
ir@ntg.dk

Johan Lønberg, Group General Counsel +45 81 77 44 56
jlo@ntg.com

Attachment

• Company announcement no. 14_21