NOTICE TO CONVENE the Annual General Meeting of Nordic Shipholding A/S
The Board of Directors hereby convenes the Annual General Meeting of Nordic Shipholding A/S (CVR no. 76 35 17 16) (the “Company”) to be held on
Thursday 4 June 2020, at 10:30 a.m. (CEST)
Danske Rederier, Amaliegade 33, DK-1256 Copenhagen.
Important information
In order to minimize the risk of infection with COVID-19 and as a result of the authorities' latest recommendations, shareholders are requested not to attend the Annual General Meeting in person. The Company may be forced to cancel the Annual General Meeting if the number of participants does not comply with applicable rules at the date of the meeting.
We urge all shareholders to vote by proxy to the Board of Directors or to vote by correspondence. Voting by proxy may be done until and including 29 May 2020. Votes by correspondence may be submitted until and including 3 June 2020. Please see below for further information.
Shareholders who have requested an admission card will be offered electronic access to view the Annual General Meeting.
We also encourage shareholders to submit any questions before the Annual General Meeting to info@nordicshipholding.com. Questions will be answered on the Company's website, www.nordicshipholding.com, or at the Annual General Meeting.
Agenda:
- Board of Director’s report on the financial year 2019
- Presentation of the annual report 2019 for adoption
- Grant of discharge to members of the Board of Directors and Executive Management
- Resolution on the application of the result of the year
- Approval of the remuneration of the Board of Directors for 2020
- Election of members to the Board of Directors
- Appointment of auditors
- Approval of revised remuneration policy
- Any other business
Complete proposals
Item 1 – Board of Directors’ report on the financial year 2019
The Board of Directors’ report on the financial year 2019 will be presented at the Annual General Meeting.
Item 2 – Presentation of the annual report 2019 for adoption
The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2019, including the remuneration paid to the Board of Directors for 2019.
Item 3 – Grant of discharge to members of the Board of Directors and Executive Management
The Board of Directors proposes that the general meeting grants discharge to members of the Board of Directors and the Executive Management.
Item 4 – Resolution on the application of the result of the year
The Board of Directors proposes that the general meeting approves the Board of Directors’ proposal on application of the result of the year as stated in the annual report for 2019. The result for the financial year 2019 will be allocated to retained earnings.
Item 5 – Approval of the remuneration of the Board of Directors for 2020
The Board of Directors proposes that the general meeting approves the following unchanged remuneration of the members of the Board of Directors for the financial year 2020:
Chairman of the Board of Directors: DKK 240,000.
Other members of the Board of Directors: DKK 175,000, as no remuneration will be paid to the board members Jon Lewis, Kanak Kapur and Philip Clausius.
Item 6 – Election of members to the Board of Directors
The Board of Directors proposes re-election of Knud Pontoppidan (Chairman), Jon Lewis (Deputy Chairman), Kanak Kapur, Esben Poulsson, Jens V. Mathiasen and Philip Clausius to the Board of Directors.
A description of the background of and offices held by each candidate is enclosed as appendix 1 and is also available at the Company’s website, www.nordicshipholding.com.
Item 7 – Appointment of auditors
The Board of Directors proposes re-election of the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The Board of Directors confirms that the proposal has not been influenced by third parties nor subject to any contractual obligation restricting the general meeting’s choice of certain auditors or audit firms.
Item 8 – Approval of revised remuneration policy
The Board of Directors proposes that the general meeting approves the Company’s revised remuneration policy, as approved by the Board of Directors. The revised remuneration policy includes a general update in accordance with the requirements for remuneration policies for listed companies set out in the Danish Companies Act.
The complete wording of the revised remuneration policy is enclosed as appendix 2 to this notice.
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Adoption requirements
All the proposals may be adopted by a simple majority of votes.
Share capital and shareholders’ voting rights
The Company’s share capital amounts to nominally DKK 40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10. Each share of nominally DKK 0.10 carries one vote.
The record date is Thursday, 28 May 2020.
Shareholders holding shares in the Company on the record date, have the right to participate in and vote at the Annual General Meeting. The shares held by the shareholder are calculated on the record date on the basis of entries in the share register and notifications of ownership received by the Company for the purpose of entering into the share register. Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.
Admission cards
Shareholders wishing to participate in the Annual General Meeting must request an admission card.
Admission cards may be obtained through VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, admission cards may be obtained by contacting VP Investor Services A/S, by telephone +45 43 58 88 66, by email: vpinvestor@vp.dk, or by written enquiry to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, by using the form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com.
Requests for admission cards must be submitted so they are received by the VP Investor Services A/S no later than Friday, 29 May 2020.
Proxy
Shareholders unable to attend the Annual General Meeting may issue a proxy to the Board of Directors or a third party. Proxies may be granted electronically at VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, a proxy may be granted in writing by using the proxy form available for download on Nordic Shipholding A/S’ website, https://ift.tt/2Wt88wi. The signed form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, DK-2300 Copenhagen S, or email vpinvestor@vp.dk.
Proxies must be must be submitted so they are received by the VP Investor Services A/S no later than Friday, 29 May 2020.
Postal voting
Shareholders unable to attend the Annual General Meeting may submit their votes by correspondence (i.e. postal vote). Postal votes may be submitted electronically via VP Investor Services A/S’ website www.vp.dk/agm. Furthermore, a postal vote may be submitted in writing by using the postal vote form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed postal vote form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, DK-2300 Copenhagen S, or email: vpinvestor@vp.dk.
Postal votes must be submitted so they are received by the VP Investor Services A/S no later than Wednesday, 3 June 2020, at 12:00 noon (CEST).
Additional information
Until and including the day of the Annual General Meeting, additional information regarding the Annual General Meeting will be available on the Company’s website, www.nordicshipholding.com,
including the notice with agenda, complete proposals and appendix 1 (CV) and appendix 2 (revised remuneration policy), the annual report for 2019 and information on the total number of shares and voting rights on the date of the notice to convene.
Questions from the shareholders prior to the Annual General Meeting
Shareholders may ask questions to the agenda or to documents, etc. to be used at the Annual General Meeting either by submitting such questions by ordinary mail to Nordic Shipholding A/S, Amaliegade 33B, 3., DK-1256 Copenhagen K, or by email: info@nordicshipholding.com. Any such questions should be submitted so they are received by the Company no later than Wednesday, 3 June 2020.
Personal data
For further information on how the Company collects and processes personal data, reference is made to the Company’s website www.nordicshipholding.com, where information on the Company’s policy on treatment of, and information regarding, the protection of personal data is available.
Refreshments
No refreshments will be served at the Annual General Meeting.
Copenhagen, 5 May 2020
Board of Directors
Attachments
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Company Announcement 3/2020 Copenhagen Stock Exchange:NORDIC - GlobeNewswire
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