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 

  1. Change of name for the Company’s share register keeper

8.           Any other business

---

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.

  1. 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.

---

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:

  • 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

Simon Skouboe

Board candidate (current chairman of the board of directors)

Christian Strøjer

Board candidate(current member of the board of directors)

Born 1982

Male

Danish nationality

Independent

Born 1985

Male

Danish nationality
 

Independent

Other managerial duties
Simon Skouboe is the chairman of the board of directors in S3E ApS, Vigmas A/S, KPR Towers Holding ApS and KPR Towers A/S.
In addition to this, Simon Skouboe is a member of the board of directors in Møllehegnet Holding A/S, Selskabet af 6.April 2010 ApS, Mølledammen 4 ApS, Tiger Infrastructure Pte. Ltd., Skytem Surveys ApS, Telcon A/S, Anpartsselskabet af 19/12 2008, Anpartsselskabet af 5. Januar 2010, Airborne Instruments ApS, Anpartsselskabet af 30/3 2011, FS Holding Kolding ApS, K/S Joinflight V, and also the CEO in Anpartsselskabet af 30. august 2017 and JF V ApS. Simon Skouboe is also the founder and CEO in SS Holding Kolding ApS and partner in Henne Kirkeby Kro I/S and Kong Hans Kælder I/S.

Former managerial duties
Simon Skouboe has previously the chairman of the board of directors in Restaurant Kong Hans Kælder A/S, and also CEO in SS Holding Kolding 2012 ApS and Carbon Nano Europe A/S.
In addition to this, Simon Skouboe has been a member of the board of directors in Mølledammen 2 ApS, Mølledammen 3 ApS, Møllehegnet Mallorca ApS, Ortovision Composites ApS and Schou & Skouboe A/S.

Education Simon Skouboe has an MSc in Economics and Business Administration from Copenhagen Business School.

Other managerial duties
Christian Strøjer is the chairman of the board of directors of Strøjer Tegl A/S, Strøjer Ler A/S, Strøjer Samlingen A/S, Strøjer Holding ApS, Karen & Jørgen Strøjer Holding ApS and Strøjer Tegl Systems A/S.
In addition to this, Christian Strøjer is the CEO and member of the board of directors in Strøjer Capital ApS as well as member of the board of directors in Autooffer ApS, Strøjer Cars ApS and Strøjer Ejendomme A/S.

Former managerial duties
Christian Strøjer has previously been a member of the board of directors in Melin Medical Danmark ApS and Patientsky Danmark ApS.

Education
Christian Strøjer holds a B.Sc in business administration from University of Southern Denmark.

 

Mathias Lundø Nielsen

Board candidate(current member of the board of directors)

 

Carl Erik Skovgaard

Board candidate (current member of the board of directors)

Born 1989

Male

Danish nationality
 

Non-Independent

Born 1958

Male

Danish nationality

Independent

Other managerial duties
Mathias Lundø Nielsen is the CEO of Nustay A/S.
In addition to this, Mathias Lundø Nielsen is the CEO of Tech Venture ApS, Verified Hotel Booking ApS and La Dolce Vita Holding ApS.

Former managerial duties
Mathias Lundø Nielsen has previously been a member of the board of directors and executive management of Scandinavian E-shopping ApS, Skycity A/S and HardCasa ApS, in which company the online fashion store HardCasa was developed and the webshop Danish Street Fashion acquired, which were both subsequently sold in July 2014.

Education
Mathias Lundø Nielsen holds a CBL from Henley Business School. In addition, Mathias Lundø Nielsen has extensive experience as keynote speaker on the use of big data in the travel market and has given numerous lectures on notable tech conferences such as Blockchain Summit London, ITU and TEDx.

Other managerial duties
Carl Erik Skovgaard is a partner in DLA Piper Advokatpartnerselskab and chairman of the board of directors in Cashbackpoint Nordic ApS, Cofur ApS, Kulturretur A/S, SPECTRAS A/S, NRT – Nordisk Røntgen Teknik A/S, Servicepoint A/S, Bykvalitet ApS, Bedre By ApS, Fyns Kran Udstyr A/S, Epico-IT ApS, Multi Køl & Energi A/S, DS Triple A/S, TFD, Total Finans Danmark A/S, TFD II, Total Finans Danmark A/S, EHJ Holding ApS, EHJ Energi A/S, Ejendomsselskabet MCR ApS, ProCon Technic A/S, AA Transport-Service A/S, Alex Andersen. Ølund A/S, Danforel Olie & Protein A/S, Danforel A/S, Danforel Holding ApS, Danforel Udstyr A/S, Proby Ingredients A/S, Danaqua ApS, Jytas A/S, Jytas Udlejning ApS, Carta Autofinans A/S, Carta Leasing A/S, Carta Flexleasing A/S, Carta Deleleasing A/S, Firmainvest A/S, Firmainvest Holding A/S, Spiger ApS, Passon Solutions ApS, Green Cotton Group Denmark A/S, Unisense A/S, Unisense Holding 2 A/S, Unisense Enviroment A/S, LACE A/S, LACE Holding A/S, Søbohus Holding ApS, Veksø-Taulov Holding ApS, ALEKSANDER PANTEBREVE A/S, Via Biler A/S, Via Biler Gruppen A/S, Via Biler Ejendomme ApS, Innovator A/S, Innovator REC Herning ApS, Innovater Rec N1 A/S, Innovator Rec 1 A/S, Innovater Aabyen Rec A/S, Innovator Rec 3 A/S, Innovator Rec 4 A/S, Innovator Rec 5 A/S, Ejendomsselskabet Amalievej ApS, Bjert Private Equity A/S, Bjert Invest A/S, Bjert Ejendomsudvikling A/S, Bjert Ejendomme A/S, Design City Vest A/S, Bjert Erhvervsejendomme A/S, Bjert Boligejendomme A/S, Stutteri Evo ApS, Bjert Finans A/S, Bjert Trading ApS, Bjert Holding ApS, SELSKABET AF 17.01.2014 A/S, SELSKABET AF 21. MAJ 2014 A/S, X-Mile ApS, X-Mile Holding A/S, R&D Group A/S, R&D Test Systems A/S, R&D Tools and Structures A/S, R&D Engineering A/S, Mileage Book Group A/S, Mileage Book ApS and Aarhus Projekt 1 ApS.

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.

Education
Carl Erik Skovgaard has a Master of Law degree from Aarhus University, and was admitted to the Danish Bar in 1985. In addition to this, Carl Erik Skovgaard holds a Diploma in Economics and Accountancy.

Subscribe

Documents & Links