Park Street Nordicom A/S Annual General Meeting 2021
Annual general meeting of |
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 | ||
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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. | ||
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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 | ||
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The board of directors proposes that the audited annual report for the financial year 2020 be approved. | ||
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The board of directors proposes that the results in accordance with the approved annual report be transferred to next year. | ||
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The board of directors proposes that the remuneration report for 2020 be adopted. | ||
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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. | ||
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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: | ||
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: | ||
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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. | ||
Consequently, the board of directors proposes that section 3.7 of the articles of association is amended to the following wording: | ||
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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. | ||
Consequently, the board of directors proposes that a new section 3.8 is incorporated in the articles of association with the following wording: | ||
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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: | ||
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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: | ||
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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.
Director positions:
Peter Rading is considered an independent board candidate. | ||
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Based on the recommendation from the audit committee, the board of directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PWC) be re-elected. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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It should be noted that there will be no food or drinks after the general meeting is closed. |
Copenhagen, 31 March 2021 |