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TIVOLI A/S – Minutes of the Annual General Meeting

Tivoli A/S
·6-min read

Tivoli A/S held the Annual General Meeting on Friday 25 September 2020 with the agenda as attached.

The annual report was approved, including the Board of Directors' proposal not to distribute dividends from the year's profit.

The following proposals from the Advisory Board were approved:

  • New remuneration policy for Tivoli A/S.

  • The Advisory Board's remuneration for 2020.

  • Amendment of the standard agenda for the annual general meeting with the addition of the item: Indicative vote on remuneration report.

  • Amendment of the company's Articles of Association so that it appears that the register of owners is kept by VP Securities A / S.

  • Removal of the 70-year rule in the company's Articles of Association.

The proposal from shareholder Klaus Folmann to extend the benefits of the shareholder card was rejected.

The current Supervisory Board members 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 Supervisory Board.

On the motion of the Supervisory Board, PwC was elected as auditor.

At the subsequent initial Supervisory Board meeting, the Supervisory Board 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 Advisory Board of Tivoli A/S hereby convenes the Company's Annual General Meeting on Friday, September 25, 2020 at 13:30 in Tivoli's Concert Hall, Vesterbrogade 3, 1630 Copenhagen V. Access to the Concert Hall takes place via Tivoli's Main Entrance and the entrance across Copenhagen Central Station.

In view of the ban on assemblies issued, ban on major events and other recommendations from health authorities to prevent the spread of COVID-19, Tivoli's Advisory Board advises its shareholders to exercise their investor rights without physically attending the general meeting, but instead cast their vote by proxy. Voting can be done via the investor portal, which can be accessed via the company's website.

The General Meeting can be followed as a live webcast on Tivoli's investor portal via this link: https://www.tivoli.dk/da/om/virksomheden/aktionaerinformation

Shareholders who nevertheless wish to physically attend the general meeting are encouraged not to bring an adviser or other companion. To minimize the risk of dense queuing in the Concert Hall's foyer, Tivoli is unfortunately not able to provide the usual catering for the event this year.

AGENDA

  1. The Advisory Board's report on the company's activities in the past year.

  2. Submission of annual report for approval.

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

  4. Proposals from the Advisory Board or shareholders.

    1. Approval of a new remuneration policy for Tivoli A/S.

    2. Approval of the remuneration of the Supervisory Board for 2020.

    3. Amendment of the Articles of Association: Amendment of the standard agenda for the General Meeting: Indicative vote on remuneration report.

    4. Amendment of the Articles of Association: The Advisory Board proposes to amend the company's articles of association so that it appears from § 6 that the owner's register is kept by VP Securities A/S, CVR no. 21599336.

    5. Amendment of the Articles of Association: The Advisory Board proposes to remove the 70-year rule in the company's articles of association by 3 of § 18 is deleted: "Every member of the Advisory Board must resign at the first ordinary General Meeting, which is held after the member's 70th birthday."

    6. Shareholder Klaus Folmann proposes an extension of the shareholder card's benefits, so that the shareholder card is to have the same access and benefits as a Tivoli Gold Card and in addition 10 free multi ride passes free of charge per year.

  5. Election of members to the Advisory Board.

  6. Election of auditor.

  7. AOB (any other business)

The agenda and the complete proposals as well as the annual report have been submitted for inspection to the shareholders in Tivoli Box Office, 3, Vesterbrogade, 1630 Copenhagen V. The material (except the annual report) is 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 www.tivoli.dk (under "About Tivoli") 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 and (v) forms for voting by letter and proxy, (vi) draft Tivoli remuneration policy (vii) draft new articles of association;

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. The right to attend and vote at the general meeting belongs to shareholders who, no later than one week before the General Meeting, have had their shares listed 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 announced their participation at the General Meeting no later than 3 days before the General Meeting is being held. The company has appointed Danske Bank as the account-holding bank. The company's shareholders can consult Danske Bank regarding financial rights.

Shareholders can from Thursday 3 September 2020 until and including Monday 21 September 2020 at 23:59 announce their participation in the General Meeting and request an admission card from VP Securities A/S on the Internet, www.vp.dk/gf or by phone +45 43 58 88 66. A vote can be cast per. letter prior to the General Meeting using the material sent to the shareholders together with the information of the General Meeting. Voting by mail is not conditional of the shareholder having requested an access card. A postal vote must be received by VP Securities A/S no later than Thursday 24 September 2020 at 23:59.

Tivoli A/S sends out access cards via e-mail. This requires that the shareholder's e-mail address is registered on the Investor portal. It is possible to register your e-mail address when registering. After registration, you will per. e-mail receive an access card in PDF. The access card can be printed or shown on a smartphone or tablet on the day of the General Meeting. In case you forget your admission card to the General Meeting, it can be reprinted upon presentation of identification. Ballot papers are handed out in the admission registration at the General Meeting. It is still possible to get access cards sent by mail. It can be requested by contacting VP Securities A/S.

Shareholders may vote at the General Meeting by proxy. The proxy must be in writing and dated. If a proxy is given to a third party, he must notify his participation and request an access card in the same way as shareholders. If a proxy is submitted to the Advisory Board, the proxy must relate to a specific General Meeting with a pre-known agenda.

Copenhagen, 3 September 2020

Advisory Board

Tivoli A / S

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