ANNUAL GENERAL MEETING
To the shareholders of Nustay A/S
The board of directors hereby convenes the annual general meeting of Nustay A/S, CVR no. 36 09 03 16, (the ”Company”), to be held on:
Monday 31 August 2020 at 11:00 (CEST)
at Gorrissen Federspiel Advokatpartnerselskab, Axeltorv 2, DK-1609 Copenhagen V, Denmark
Agenda
1. Election of chairman of the meeting
2. The board of directors’ report on the Company’s activities in the past financial year
3. Presentation of the Company’ annual report for 2019 for adoption
4. Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report
5. Election of members to the board of directors
6. Election of auditor
7. Any proposals from the board of directors or shareholders
- Change of name for the Company’s share register keeper
8. Any other business
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Items on the agenda, including complete proposals
Item 1: Election of chairman of the meeting
The board of directors will elect the chairman of the general meeting.
Item 2: The Board of Directors’ report on the Company’s activities in the past financial year
The board of directors proposes that the report on the Company’s activities in 2019 be noted by the general meeting.
Item 3: Presentation of the Company’s annual report for 2019 for adoption
The board of directors proposes that the Company’s annual report for 2019 be adopted.
Item 4: Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report
The board of directors proposes that no dividend be distributed for financial year 2019.
Item 5: Election of members to the board of directors
The board of directors proposes to re-elect Simon Skouboe, Christian Strøjer, Mathias Lundø Nielsen and Carl Erik Skovgaard to the board of directors.
A description of the competencies and other executive functions in Danish and foreign companies held by the candidates proposed to the board of directors is attached as Appendix 1 to the notice to convene.
Item 6: Election of auditor
The board of directors proposes that the Company’s current auditor, Deloitte Statsautoriseret Revisionspartnerselskab, be re-elected.
Item 7: Any proposals from the board of directors or shareholders
The board of directors has submitted proposal 7.a below, and no proposals have been submitted by shareholders.
- Change of name for the Company’s register of shareholders keeper
The Board of Directors proposes that articles 2.5, 6.9 and 6.11 of the articles of association be amended to reflect that the Company’s register of shareholders keeper now is VP Securities A/S after the recent merger between VP Securities A/S and VP Investor Services A/S.
Adoption of the proposal will result in updated articles 2.5, 6.9 and 6.11 with the following wording:
| 2.5 | Selskabets ejerbog føres af VP Securities A/S, CVR-nr. 21599336. | The Company's register of shareholders is kept by VP Securities A/S, CVR no. 21599336. | |
| 6.9 | Enhver aktionær er berettiget til at deltage i en generalforsamling, når vedkommende senest to dage før generalforsamlingens afholdelse har anmodet om adgangskort eller har afgivet en fuldmagt, som er modtaget af VP Securities A/S senest to dage før generalforsamlingen. En aktionær, der ikke kan deltage i en generalforsamling, kan afgive en brevstemme. En brevstemme skal være modtaget af VP Securities A/S senest kl. 16.00 dagen før generalforsamlingen. | Any shareholder who has requested an admission card no later than two days before the general meeting or has sent an instrument appointing a proxy so that it is received by VP Securities A/S no later than two days before the general meeting will be entitled to attend the meeting. Shareholders unable to attend may vote by postal ballot. The postal ballot must be received by VP Securities A/S no later than 4.00pm on the day before the general meeting. | |
| 6.11 | Registreringsdatoen er én uge før generalforsamlingens afholdelse. De aktier, den enkelte aktionær besidder, opgøres på registreringsdatoen på baggrund af notering af aktionærens kapitalejerforhold i ejerbogen samt meddelelser om ejerforhold, som banken og/eller VP Securities A/S har modtaget med henblik på indførsel i ejerbogen, men som endnu ikke er indført i ejerbogen. | The date of registration is one week before the date of the general meeting. The number of shares held by a shareholder is calculated on the registration date on the basis of the information in the register of shareholders and information about ownership that the bank and/or VP Securities A/S has received but that has not yet been entered in the register of shareholders. |
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Majority requirements
The proposal on the agenda in items 7.a shall be adopted by 2/3 majority of votes cast as well as of the share capital represented at the extraordinary general meeting. All other proposals on the agenda may be adopted by a simple majority of votes.
Share capital
At the time of the notice of the general meeting, the Company’s nominal share capital is DKK 1,943,537.60, divided into shares of nominally DKK 0.04 each. Each share of DKK 0.04 carries one vote.
Registration date and shareholders’ voting rights
The registration date is Monday 24 August 2020.
The right of a shareholder to attend a general meeting and to vote is determined on the basis of the number of shares held by the shareholder at the registration date. The shares held by each shareholder are determined at the registration date based on the number of shares held by that shareholder as registered in the Company’s register of shareholders and on any notification of ownership received by the Company at the registration date for the purpose of registration in the Company’s register of shareholders, which have not yet been registered. Participation is conditional upon the shareholder having obtained an admission card in due time as described below.
Admission cards
Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than on Thursday 27 August 2020 at 23:59 (CEST).
Admission cards for the general meeting may be obtained by one of the following ways:
- Electronically through the “InvestorPortal” under the menu “Investor” on the Company’s website, https://investor.nustay.com.
- In writing by using the registration form, which is available on the Company’s website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dk or by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.
Admission cards ordered will be distributed to the email address which has been stated on the registration form. Admission cards and the related ballot papers must be printed and brought to general meeting. If it is not possible for you to print your admission card and ballot paper, please contact VP Securities A/S by email to vpinvestor@vp.dk.
Proxy
Subject to having requested an admission card, shareholders may attend the general meeting in person or by proxy. Proxies may be submitted by one of the following ways:
- Electronically through the “InvestorPortal” under the menu “Investor” on the Company’s website, https://investor.nustay.com.
- In writing by using the proxy form, which is available on the Company’s website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dk or by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.
Proxy forms must be received by VP Securities A/S no later than on Thursday 27 August 2020 at 23:59 (CEST).
It is possible to submit either proxy or vote by correspondence, cf. below, but not both.
The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.
Voting by correspondence
Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted by one of the following ways:
- Electronically through the “InvestorPortal” under the menu “Investor” on the Company’s website, https://investor.nustay.com.
- In writing by using the voting by correspondence form, which is available on the Company’s website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dk or by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.
Votes by correspondence must be received by VP Securities A/S no later than on Sunday 30 August 2020 at 16:00 (CEST).
It is possible to submit either proxy or vote by correspondence, cf. above, but not both.
Additional information
Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company’s website, https://investor.nustay.com, including:
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The notice to convene the general meeting, including the agenda and the complete proposals;
- The proxy/voting by correspondence form for use in connection with voting by proxy or by correspondence; and
- The aggregated number of shares and voting rights as of the date of the notice to convene the general meeting.
The general meeting will be held in English.
Questions from the shareholders
Shareholders may ask questions regarding the agenda and documents concerning the general meeting in writing prior to the general meeting by ordinary mail to the Company to the address Nyhavn 43B, DK-1051 Copenhagen, or by email to investor@nustay.com. Questions must be received no later than Thursday 27 August 2020.
Personal data
With regards to collection and processing of personal data, reference is made to the Company’s information sheet on data protection in connection with general meetings, which is available on the Company’s website, https://investor.nustay.com/investor/#gm.
Copenhagen, 14 August 2020
Nustay A/S
The board of directors
Appendix 1: Description of the candidates for the board of directors
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Simon Skouboe Board candidate (current chairman of the board of directors) |
Christian Strøjer Board candidate(current member of the board of directors) |
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Born 1982 Male Danish nationality Independent |
Born 1985 Male Danish nationality Independent |
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Other managerial duties Former managerial duties Education Simon Skouboe has an MSc in Economics and Business Administration from Copenhagen Business School. |
Other managerial duties Former managerial duties Education |
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Mathias Lundø Nielsen Board candidate(current member of the board of directors) |
Carl Erik Skovgaard Board candidate (current member of the board of directors) |
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Born 1989 Male Danish nationality Non-Independent |
Born 1958 Male Danish nationality Independent |
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Other managerial duties Former managerial duties Education |
Other managerial duties In addition to this, Carl Erik Skovgaard is a member of the board of directors in AMC Lastbiler A/S, ProCon Group ApS, ProCon Wind Energy A/S, Alex Andersen Ølund Holding A/S, Au2mate A/S, Jørgen P. Potteplanteri A/S, ID Hair Company A/S, Kohsel A/S, Maass & Co. A/S, Scrouples A/S, WOCA Denmark A/S, SuperCore IVS, MBLS Holding A/S, Den Jyske Opera, Rhinix ApS, Patrade A/S, Skanderborgvej ApS, Cars A/S, Via Biler Udlejning A/S, Dkventure ApS, Conceptmaking ApS, Airteam A/S, Airteam Holding ApS, Airteam TopCo ApS, Ingemann Components A/S, Ingemann A/S af 1989, Ingemann Supply A/S and Ingemann Packaging A/S, and also a director in athome apartments ApS, Halmskov ApS, Advokatanpartsselskabet SkovSø, RTB Invest ApS, Ejendomsselskabet Kirstinehøj 62, Kastrup ApS, Merian Holding ApS, CES SH ApS, Jytas Projekt I ApS, Jytas Projekt II APS and Jytas Projekt III ApS. |
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