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28.03.2018 14:24:36
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Annual general meeting of Park Street Nordicom A/S
| 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, the 19 April 2018, at 10 a.m. | ||
| The general meeting will be held at the Company’s address | ||
| Svanevej 12, 2400 Copenhagen NV | ||
| AGENDA | ||
| In accordance with article 9.1 of the company's articles of association, the board of directors has prepared the following agenda: | ||
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| The board of directors has submitted the following proposed resolutions: | ||
| a. Proposed resolution to approve fees for the board of directors and for committees under the board of directors. | ||
| b. Proposal to change article 3.6 of the company's articles of association, as the entity in charge of the company's register of shareholders has changed address. | ||
| c. Proposal to change article 3.1 of the articles of association, to specify that the company may cancel any lost share certificate at the shareholders expense without any court order. | ||
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| Elaboration on selected agenda items | ||
| Re agenda item 2 | ||
| The board of directors proposes that the audited annual report be approved. | ||
| Re agenda item 3 | ||
| The board of directors proposes that the results in accordance with the approved annual report be transferred to next year. | ||
| Re agenda item 4a | ||
| 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 Park Street Nordicom. | ||
| Re agenda item 4b | ||
| The service provider who is in charge of the company’s register of shareholders has changed address and the board of directors proposes that articles 3.6 of the company's articles of association will be changes to the following wording: "Article 3.6 The Company’s register of shareholders shall be kept by Computershare A/S, CVR no. 27088899, which has been elected to be in charge of the Company’s register of shareholders.” "Pkt. 3.6 Selskabets ejerbog føres af Computershare A/S, CVR-nr. 27088899, der er valgt til selskabets ejerbogsfører." | ||
| Re agenda 4c board of directors proposes that article 3.1 of the company's articles of association is amended to the following wording in order to specify that the company may cancel any lost share certificate at the shareholders expense without any court order: | ||
| "Article 3.1 The company's share capital is DKK 67,513,732.00, divided into DKK 12,027,858 class A shares divided into class A shares of DKK 1.00 each or multiples thereof and DKK 55,485,874 class B shares divided into class B shares of DKK 1.00 or multiples thereof. The share capital is fully paid up. The class A shares are admitted to trading and official listing on Nasdaq Copenhagen A/S under ISIN DK0010158500. The class B shares are unlisted shares issued as share certificates. The company may cancel any lost share certificates at the shareholder's expense without any court order in accordance with the relevant statutory provisions from time to time. Beyond this, except as provided for in article 3.3, the class A shares and class B shares have the same rights in the company." "Pkt. 3.1 Selskabets aktiekapital udgør kr. 67.513.732,00 fordelt på kr. 12.027.858 A-aktier fordelt på A-aktier á kr. 1,00 eller multipla heraf og kr. 55.485.874 B-aktier fordelt på B-aktier á kr. 1,00 eller multipla heraf. Aktiekapitalen er fuldt indbetalt. A-aktierne er optaget til handel og officiel notering på NASDAQ Copenhagen A/S under ISIN DK0010158500. B-aktierne er unoterede aktier, der udstedes som ejerbeviser. Bortkomne ejerbeviser kan ved selskabets foranstaltning og for kapitalejerens regning mortificeres uden dom efter de til enhver tid gældende regler herom. Herudover, bortset fra hvad der gælder i pkt. 3.3, har A-aktierne og B-aktierne samme rettigheder i selskabet." | ||
| Re agenda item 5 | ||
| The board of directors proposes that Pradeep Pattem, Ohene Aku Kwapong, Anita Nassar, Andrew La Trobe and Lars-Andreas Nilsen be re-elected to the board of directors. | ||
| Re agenda item 6 | ||
| Based on the recommendation from the audit committee, the board of directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PWC) be re-elected. The audit committee has confirmed that the committee has not been influenced by any third party and that the committee has not been subject to any agreements restricting the general meeting's election of auditors to certain categories or lists of auditors or auditing firms. | ||
| Re agenda item 7 | ||
| 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. | ||
| Documents available at the company's office and website | ||
| The following documents will no later than 28 March 2018 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; (iii) the agenda; (iv) the complete proposed resolutions; (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.psnas.com. The relevant material will also be sent to each registered shareholder who has made a request to that effect. | ||
| Voting requirements | ||
| Adoption of agenda items 1, 2, 3, 4a, 5, 6, and 7 is subject to a simple majority of the votes cast; see article 10.1 of the articles of association. Adoption of agenda items 4b and 4c is subject to each of the proposed resolutions 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. | ||
| Postal vote | ||
| 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 18 April 2018 at 12 noon (Danish time). Postal votes may also be cast at the company's website www.psnas.com no later than on 18 April 2018 at 12 noon. | ||
| Proxy | ||
| Shareholders may attend the general meeting by proxy. In case of third party proxy, the shareholder must request an admission card and voting card in the name of such third party. Proxies granted to the board of directors must be proxies to cast votes only in accordance with the board of directors' recommendations or according to a proxy form. Proxies granted to the company's board of directors must reach Computershare A/S no later than on 13 April 2018 at 11.59 p.m. (Danish time). | ||
| Admission cards, voting cards and registration date | ||
| Admission cards will be sent electronically by email to the email addresses stated in the shareholders' portal at the registration date. The admission card must be brought to the general meeting either electronically on a smartphone/tablet or in printed form. | ||
| Shareholders having requested admission cards without stating an email address may pick up their admission cards at the entrance to the general meeting against presentation of ID. | ||
| Voting cards will be handed out at the access control at the general meeting. | ||
| Questions from the shareholders | ||
| 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 email to nordicom@nordicom.dk. Questions and answers will be available at the company's website and presented at the general meeting. | ||
| Share capital and voting rights | ||
| 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. Thus, the class A shares and the class B shares have the same voting rights. | ||
| Miscellaneous | ||
| It should be noted that there will be no food or drinks after the general meeting is closed. |
| Copenhagen, 28 March 2018 ____________________________ Park Street Nordicom A/S Board of directors |
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