Notice Convening an Extraordinary General Meeting 2018

ANNOUNCEMENT NO. 15 - 16 NOVEMBER 2018

Notice is hereby given that an extraordinary general meeting will convene in

Dampskibsselskabet NORDEN A/S

at 2.00 p.m. on Wednesday 12 December 2018,

at the Company’s address 52, Strandvejen, DK-2900 Hellerup.

As the general meeting is expected to be brief, no meal will be served.

AGENDA:

A.         Election of members to the Board of Directors.
     

            The Board of Directors proposes election of:

            1. Helle Østergaard Kristiansen

            2. Stephen John Kunzer

If elected at the extraordinary general meeting the candidates will become part of the NORDEN board of directors with immediate effect. Information on the two candidates as follows:

Helle Østergaard Kristiansen, CFO in Danske Commodities, born 1978, female, Danish citizen.

Career:

2010 – Current: Danske Commodities

2014 – Current:

             Chief Financial Officer, Vice President, Group Finance and Member of the Executive Management Group

2010 – 2014

             Chief Risk Officer

2008 – 2010: Sparekassen Østjylland A/S

            Controller and Compliance Officer

2005 – 2008 Den Jyske Sparekasse A/S

            Controller

Other directorships:

Member of the Board at Stauning Whiskey A/S

Motivation: Helle Østergaard Kristiansen is nominated for new election on account of the following skills of particular relevance to NORDEN: experience as CFO in an international energy trading house, extensive knowledge of energy, risk management, optimising processes and digitalisation. Helle Østergaard Kristiansen will supplement the Board of Directors’ competences within digitalisation, international financing and risk management. Helle Østergaard Kristiansen would be considered an independent board member.

Stephen John Kunzer, former CEO of Eastern Pacific Shipping Pte. Ltd, born 1966, male, British citizen.

Career

2013 - 2018 Eastern Pacific Shipping Pte.Ltd. Singapore

             Chief Executive Officer

2008 - 2013 Tanker Pacific Management (Singapore) Pte Ltd, Singapore

             Managing Director

2001 - 2008 Zodiac Maritime Agencies Ltd. Shanghai,

2002 - 2008 

             Chief Representative, Shanghai Representative Office

2001 - 2002 

             Chartering Manager, Singapore

1988 – 2000 P&O Bulk Shipping Limited

1998 - 2000

             Chartering Manager, Associated Bulk Carriers, Hong Kong

1994 - 1998                                            

             Chartering Manager, P&O Bulk Shipping Limited, London

1991 - 1994

             Broker, P&O Bulk Shipping Limited, London

1988 - 1991

             Graduate Management Trainee, London

Other directorships: 

Board Member 2013 – 2018, Ace Quantum Chemical Tankers

Board Member 2013 – 2018, North P&I Club

Advisory Committee Member 2013 – 2018, Quantum Pacific Shipping

Motivation: Stephen John Kunzer is nominated for new election on account of the following skills of particular relevance to NORDEN: 30 years shipping experience with the last 20 years based in Asia, running one of the World’s largest private family ship owners with crude and product tankers, containerships, bulk carriers, PCTCs, stainless steel chemical tankers and LPG tankers. Stephen John Kunzer will supplement the Board of Directors’ competences within international shipping especially within the tanker segment and experience operating a large diversified fleet. Stephen John Kunzer would be considered an independent board member.

Size of share capital and voting rights:

The Company's share capital is DKK 42,200,000 divided into shares of DKK 1 each. Each share of DKK 1 will carry one vote at the general meeting. Any shareholder is entitled to attend the Company’s general meeting if the shareholder has requested an admission card no later than Friday 7 December 2018 at 11.59 p.m., and if the shareholder has been entered into the Company’s register of shareholders as of Wednesday 5 December 2018 at 11.59 p.m. or has at this time notified and produced evidence of his/her shareholding to the Company with a view to being entered into the register of shareholders.  Any shareholder is entitled to vote at the general meeting if he/she has received an admission card and if he/she has been entered as a shareholder into the Company’s register of shareholders as of Wednesday 5 December 2018 or has at this time notified and produced evidence of his/her shareholding to the Company with a view to being entered into the register of shareholders. Vote by proxy is possible under a written and dated proxy statement.

Majority requirement:
Election of members to the Board of Directors takes place by simple majority vote.

Documents of the extraordinary general meeting:
The following material is available for inspection by the shareholders at the Company's office and will be available on the Company's website www.ds-norden.com no later than Friday 16 November 2018.

(1) the notice,

(2) the total number of shares and voting rights on the date of the notice,

(3) the documents which are presented at the extraordinary general meeting

(4) the agenda and the complete proposals, and

(5) the forms which should be used when voting by proxy and voting by mail.

Attending the extraordinary general meeting:
Any registered shareholder, who has requested this, will receive by mail the agenda including the complete proposals, the registration form for ordering admission card as well as the form for vote by proxy and vote by mail.

Order of admission cards for the extraordinary general meeting or completed form for proxy statement/vote by mail must be received by Computershare A/S, 418, Kongevejen, DK-2840 Holte, no later than Friday 7 December 2018 at 11.59 p.m.

Admission cards can also be ordered on the Company’s website www.ds-norden.com no later than Friday 7 December 2018 at 11.59 p.m. You may grant proxy to third party or to the Chairman of the Board of Directors to vote on your behalf if you are unable to attend the extraordinary general meeting. Grant of proxy and vote by mail can also be done on the Company's website www.ds-norden.com no later than Friday 7 December 2018 at 11.59 p.m.

Questions to the Board of Directors or to the Executive Management will be answered at the general meeting.

Kind regards

Dampskibsselskabet NORDEN A/S

Klaus Nyborg

Chairman

For further information:
Nicolai Bro Jöhncke, Head of Corporate Communications & CSR, tel.: +45 3315 0451

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