Notice convening the Annual General Meeting of Dampskibsselskabet NORDEN A/S
ANNOUNCEMENT NO. 45 – 18 FEBRUARY 2022
18 February 2022
Notice is hereby given that the annual general meeting will convene in
Dampskibsselskabet NORDEN A/S
at 2.00 p.m. CET on Thursday 24 March 2022,
at the Copenhagen Marriott Hotel, meeting room Vesterhavet I,
Kalvebod Brygge 5, 1560 Copenhagen V
The Annual General Meeting will be held as a hybrid general meeting allowing for either physical or electronic participation. After the general meeting NORDEN will host a canapé reception.
AGENDA:
A. The Board of Directors' report on the activities of the Company during the past year.
B. Resolution for adoption of the audited Annual Report.
C. Proposed appropriation of profits or cover of loss in accordance with the adopted annual report.
D. Election of members for the Board of Directors.
E. Appointment of state authorised public accountant.
F. Proposals from the Board of Directors for:
- Remuneration Report 2021/2022 for indicative ballot.
- Authorization to purchase treasury shares
- Reduction of the share capital and amendment of the Articles of Association to reflect the capital reduction
G. Any other business.
The full wording of proposals will be published on 3 March 2022 immediately following the publication of the Annual Report 2021.
Size of share capital and voting rights:
The Company's share capital is DKK 39,200,000 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 been entered into the Company’s register of shareholders on Thursday 17 March 2022 at 11.59 p.m. CET 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 and if, the shareholder has confirmed attendance no later than Monday 21 March 2022 at 9.00 a.m. CET.
Any shareholder is entitled to vote at the general meeting if he/she has confirmed his/her attendance and if he/she has been entered as a shareholder into the Company’s register of shareholders on Thursday 17 March 2022 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 mail and Proxy
You may grant proxy to a third party or to the Chairman of the Board of Directors to vote on your behalf if you are unable to attend the general meeting. Forms for grant of proxy and vote by mail are available from the Company's website www.norden.com.
Grant of proxy and vote by mail can also be done via the Shareholder Portal on the Company's website www.norden.com.
Proxies or votes by mail must have been received by Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, or by email gf@computershare.dk or registered in the Shareholder Portal no later than Monday 21 March 2022 at 9.00 a.m. CET.
Majority requirement:
Adoption of the proposals under items B, C, D, E, F1 and F2 of the agenda takes place by simple majority vote.
Adoption of the proposal under item F3 requires representation of at least two-thirds of the voting share capital at the general meeting and that the resolution is passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the general meeting. If the above-mentioned voting share capital is not represented at the general meeting in question, but two-thirds of the votes cast as well as of the voting share capital represented at the general meeting have adopted the resolution, the Board of Directors shall convene an extraordinary general meeting, at which meeting the proposed resolution may be adopted by two-thirds of both the votes cast and the voting share capital represented, irrespective of the proportion of share capital represented.
In accordance with the Articles of Association, notice is hereby given that such subsequent extraordinary general meeting will convene, please see below under Extraordinary general meeting.
Documents of the general meeting:
The following material for the annual general meeting is available for inspection by the shareholders at the Company's office and will be available from the Company's website www.norden.com no later than Thursday 3 March 2022:
(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 general meeting, including the audited Annual Report,
(4) the agenda and the complete proposals and
(5) forms for proxy and voting by mail.
Attending the general meeting – physical or electronic attendance:
Any registered shareholder who has requested this will receive the agenda including the complete proposals as well as the Attendance form and forms for proxy and voting by mail.
Shareholders who wish to attend the Annual General Meeting physically or electronically, must confirm their attendance. Please note that the general meeting will be conducted in Danish only. The Chairman’s report will, however, be made available in English as a company announcement through Nasdaq Copenhagen, when the general meeting has commenced (at approximately 2:10 p.m. CET).
For attendance physically or electronically, the shareholders must register through the shareholders portal no later than on Monday 21 March 2022 at 9.00 a.m. CET.
Shareholders can attend the general meeting physically from Copenhagen Marriott Hotel, meeting room Vesterhavet I, or online using your computer, tablet or smartphone.
Electronic attendance
WE RECOMMEND that you use your computer or tablet for best experience. Online participation allows you to view a live webcast of the meeting, ask questions (via chat) and submit your votes in real time.
Please note that you will need the latest versions of Chrome, Safari, Edge or Firefox. We recommend that you test your browser's compatibility by logging in early. You can log in one hour before the meeting starts.
Access
For shareholders:
- Open your webbrowser and go to the webpage link which you received upon registration.
- From the login screen chose ”Shareholder” and enter your username and password from the access card you have downloaded/received by e-mail upon registration in the shareholder portal.
- Clik ”JOIN MEETING NOW”.
If you experience login problems, please click ”help”.
For guests:
- From the login screen chose “Guest”.
- Guests are asked to complete all relevant fields, including title, first name, last name and e-mail address.
- Kindly note that guests can neither pose questions nor vote.
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Photos
The general meeting will be live streamed and shareholders present at the meeting may be filmed. Photos for publication by DS NORDEN will be taken at the reception.
Extraordinary general meeting:
In accordance with the Articles of Association, the Board of Directors may convene two general meetings at the same time when amendments to the Articles of Association, which require a special quorum, are proposed.
Consequently, the Board of Directors hereby gives notice that an extraordinary general meeting will convene on
Wednesday 6 April 2022 at 11:00 a.m. CEST
The Extraordinary General meeting will be conducted as a completely electronic meeting
The Extraordinary General Meeting will be held as a completely electronic general meeting and participation in the Annual General Meeting will solely take place via the internet. The electronic general meeting can be accessed by shareholders who have registered their attendance in accordance with this notice.
At the Extraordinary General Meeting the proposal under agenda item F3, which has received the necessary majority of votes at the ordinary general meeting but has not been fully adopted due to lack of quorum is submitted for final adoption. At the extraordinary general meeting, the proposal may be fully adopted by two-thirds of the votes cast as well as of the voting share capital represented at the general meeting, irrespective of the proportion of the share capital represented.
Any shareholder is entitled to attend the Company’s extraordinary general meeting on 6 April 2022, if the shareholder has been entered into the Company’s register of shareholders on Wednesday 30 March 2022 at 11:59 p.m. CEST or has at that time notified and produced evidence of his/her shareholding to the Company with a view to being entered into the register of shareholders and if the shareholder has confirmed his/her attendance no later than Thursday 31 March 2022 at 09:00 a.m. CEST.
Shareholders are entitled to vote at the extraordinary general meeting if he/she has confirmed their attendance and if he/she has been entered as a shareholder into the Company’s register of shareholders on Wednesday 30 March 2022 at 11:59 p.m. CEST or has at this time notified and produced evidence of his/her shareholding to the Company with a view to being entered in the register of shareholders.
Vote by mail and Proxy
You may grant proxy to a third party or to the Chairman of the Board of Directors to vote on your behalf if you are unable to attend the general meeting. Forms for proxy and vote by mail are available from the Company's website www.norden.com.
Grant of proxy and vote by mail can also be done via the Shareholder Portal on the Company's website www.norden.com. Proxies or votes by mail must have been received by Computershare A/S or registered in the shareholder portal no later than Thursday 31 March 2022 at 9.00 a.m. CEST.
Vote by proxy is possible under a written and dated proxy statement. Proxies to attend the ordinary general meeting on Thursday 24 March 2022 are, unless revoked in writing to the Company, also valid for this extraordinary general meeting on 6 April 2022 just as votes by mail cast at any vote-taking will be applied at both general meetings.
Documents of the extraordinary general meeting:
The following material for the extraordinary general meeting is available for inspection by the shareholders at the Company's office and will be available from the Company's website www.norden.com no later than Thursday 10 March 2022.
(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 may be used when voting by proxy and voting by mail.
Attending the extraordinary general meeting:
Shareholders who wish to attend the extraordinary General Meeting electronically, must confirm their attendance. Please note that the extraordinary general meeting will be conducted in Danish only.
For attendance electronically, the shareholders must register through the shareholders portal no later than on Thursday 31 March 2022 at 9.00 a.m. CEST.
For attendance electronically, the shareholders must register through the shareholders portal no later than on Monday 21 March 2022 at 9.00 a.m. CEST.
Please use your computer, tablet or smartphone for online attendance. WE RECOMMEND that you use your computer or tablet for best experience. Online participation allows you to view a live webcast of the meeting, ask questions (via chat) and submit your votes in real time.
Please note that you will need the latest versions of Chrome, Safari, Edge or Firefox. We recommend that you test your browser's compatibility by logging in early. You can log in one hour before the meeting starts.
Access
For shareholders:
- Open your webbrowser and go to the webpage link which you received upon registration.
- From the login screen chose ”Shareholder” and enter your username and password from the access card you have downloaded/received by e-mail upon registration in the shareholder portal.
- Clik ”JOIN MEETING NOW”.
If you experience login problems, please click ”help”.
For guests:
- From the login screen chose “Guest”.
- Guests are asked to complete all relevant fields, including title, first name, last name and e-mail address.
- Kindly note that guests can neither pose questions nor vote.
Kind regards
Dampskibsselskabet NORDEN A/S
The Board of Directors