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Tivoli A/S – Course of the Annual General Meeting

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Tivoli A/S
·8-min read
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Tivoli A/S held the Annual General Meeting on Thursday 29 April 2021 with the agenda as attached.

The annual report was approved, including the Board of Directors' proposal not to distribute dividends due to dividend limitations caused by compensation received for fixed cost and due to the company's negative financial results.

The following proposals from the Board of Directors were approved:

  • The Board of Directors' remuneration for 2021.

The remuneration report was approved.

The current members of the Board of Directors elected by the Annual General Meeting, Tom Knutzen, Claus Gregersen, Mads Lebech and Ulla Brockenhuus-Schack were re-elected. In addition, the two employee representatives, John Høegh Berthelsen and Tue Krogh-Lund, are members of the Board of Directors.

As proposed by the Board of Directors, PwC was elected as auditor for Tivoli A/S.

At the subsequent meeting of the Board of Directors, the Board of Directors elected Tom Knutzen as chairman and Mads Lebech as deputy chairman.

Yours faithfully,
Susanne Mørch Koch
CEO

For shareholders of Tivoli A/S

General Meeting in Tivoli

The board of directors of Tivoli A/S hereby convenes the company's annual general meeting on Thursday, April 29, 2021 at 13:30 CET.

In view of the ban on assemblies issued and other recommendations from the authorities to prevent the spread of COVID-19, Tivoli's board of directors has decided to hold the annual general meeting as a completely electronic (virtual) general meeting. This is in accordance with Section 1 of the Danish Executive Order no. 2240 of 29 December 2020 which allows companies to conduct fully electronic general meetings even though it is not approved by the shareholders in advance nor stated in the company’s articles of association.

Hence, shareholders will this year unfortunately not have the possibility to attend the general meeting in person. However, all shareholders may attend via a general meeting portal (VGM Portal), where shareholders may follow a livestream, submit questions/comments in writing and vote in case ballots are held.

AGENDA

  1. The board of directors' report on the company's activities in the past year.

  2. Submission of annual report for approval.

  3. Resolution on the use of profits and coverage of loss in accordance with the approved annual report.

  4. Proposals from the board of directors or shareholders.

    1. Approval of the remuneration of the board of directors for 2021.

  5. Presentation of remuneration report for an advisory vote.

  6. Election of members to the board of directors.

  7. Election of auditor.

  8. AOB (any other business)

Documents and review
The agenda and the complete proposals as well as the documents to be presented at the general meeting including the annual report and the remuneration report have been submitted for inspection to the shareholders in Tivoli Box Office, 3, Vesterbrogade, 1630 Copenhagen V. Notice for the annual general meeting including links to the complete proposals, documents to be presented at the annual general meeting including the annual report and the remuneration report as well as forms for voting by letter and proxy are sent by e-mail to the company's listed shareholders and all other shareholders who have requested it. The annual report can be downloaded at https://www.tivoligardens.com/en/om/virksomheden/aktionaerinformation and picked up at Tivoli Box Office, 3, Vesterbrogade, 1630 Copenhagen V.

In addition, the following documents and information have been published on the company's website https://www.tivoligardens.com/en/om/virksomheden/aktionaerinformation: (i) the notice, (ii) the total number of shares and voting rights on the date of the notice, (iii) the documents to be presented at the general meeting including the audited annual report, (iv) the agenda for the general meeting and the complete proposals, (v) forms for voting by letter and proxy, (vi) remuneration report and (vii) a user guide for electronic attendance.

Share capital and voting rights
The company's share capital amounts to DKK 57,166,600 divided into shares of DKK 10. Each share amount of DKK 10 gives one vote. With the share capital being divided into shares of DKK 10 each, the total number of shares is 5,716,660. The right to attend and vote at the general meeting belongs to shareholders who, no later Thursday 22 April 2021 at 23:59 CET, have had their shares registered in the register of shareholders or have contacted the company for entry in the register of shareholders, and this request has been received by the company. In addition, the shareholders must have registered their participation at the general meeting no later than 25 April 2021 at 23:59 CET. The company has appointed Danske Bank as the account-holding bank. The company's shareholders can consult Danske Bank regarding financial rights.

Registration of electronic attendance
Shareholders can from Wednesday 7 April 2021 until and including Sunday 25 April 2021 at 23:59 CET register their attendance in the general meeting electronically via the InvestorPortal on the company’s website https://www.tivoligardens.com/en/om/virksomheden/aktionaerinformation or via VP Securities A/S’ website www.vp.dk/agm. Once the registration has been made, the shareholder will receive a confirmation by email. The email contains a link to the VGM Portal as well as information about the actual conduct of the electronic general meeting.

Technical requirements for attending an electronic general meeting
To attend the general meeting each shareholder must have a computer, smartphone or tablet with a browser installed as well as an adequate and functioning internet connection meeting the below requirements:

Browser
The electronic general meeting can be attended in ‘evergreen browsers’ on PC/Mac, smartphone and tablet/iPad. ’Evergreen browsers’ (Edge, Chrome, Firefox and Opera) are browsers that update themselves to new versions automatically. Safari is also supported, even though it is not an ‘Evergreen browser’.

Apple products
The electronic general meeting will run in the tree latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 12, 13 and 14). Shareholders with older Apple equipment which cannot update to a usable Safari version can install and use a Chrome browser.

Internet connection
The quality of the transmission will depend on the shareholders’ individual internet provider. Shareholders should, as a minimum, have 5-10 Mbit/s connection to achieve good transmission.

Questions/comments prior to the general meeting
In order to facilitate the handling on the day of the general meeting shareholders are encouraged to submit questions/comments to the items on the agenda in advance. Questions/comments will be read out by the Chairman of the general meeting and answered verbally during the general meeting. Shareholders are encouraged to send questions/comments prior to the general meeting to VP, Legal, Caroline Reiler at care@tivoli.dk no later than Sunday 25. April 2021 at 23:59 CET.

How the electronic general meeting is held
The general meeting is held via the VGM Portal. Shareholders must log into the portal in order to attend the general meeting. Here, shareholders will be able to live stream the general meeting, submit written questions/comments concerning the agenda items, and vote in any ballots.

Webcast
The general meeting is transmitted via live streaming (webcast) in the VGM Portal. Shareholders must log into the VGM Portal in order to follow the livestream.

Questions/comments during the general meeting
After presentation of the individual agenda items, it will as usual be possible to ask questions and submit comments concerning the proposals. This will take place in writing via the VGM Portal. Shareholders must log into the VGM Portal in order to ask questions and submit comments. Questions/comments will be read out and then answered verbally.

Ballots
If a ballot is to be held on an item of the agenda, this will be clearly stated on the VGM Portal. Shareholders must log into the VGM Portal in order to vote. Shareholders who have granted a power of attorney/voted by letter prior to the general meeting will not be able to vote during the general meeting.

Voting by letter
A vote can be cast per. letter prior to the general meeting using the material sent to the shareholders together with the notice for the general meeting. A postal vote must be received by VP Securities A/S no later than Wednesday 28 April 2021 at 23:59 CET. A vote cast per. letter cannot be revoked.

Proxy

Shareholders may vote at the general meeting by proxy to a named third party or to the board of directors (including proxy with voting instructions). The proxy must be in writing and dated and the published forms for voting by letter and proxy may be used. A proxy must be received by VP Securities A/S no later than Sunday 25 April 2021 at 23:59 CET.

Adoption requirements
An advisory ballot is held on item 5 on the agenda. Other items on the agenda must be passed by simple majority.

GDPR
In connection with the general meeting, Tivoli collects, processes and stores certain personal data. Reference is made to Tivoli’s personal data policy which is available at https://www.tivoligardens.com/en/om/behandling+af+personoplysninger.


Copenhagen, 7 April 2021
Board of directors
Tivoli A/S

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