Company Announcement 5/2021
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
Friday 23 April 2021, at 10:30 a.m. (CET)
Gorrissen Federspiel, Axel Towers, Axeltorv 2
DK-1609 Copenhagen V
Important information
In order to minimize the risk of infection with COVID-19 and as a result of the authorities' restrictions on larger assemblies, shareholders are requested not to attend the Annual General Meeting in person.
Instead, 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 Monday 19 April 2021. Votes by correspondence may be submitted until and including Thursday 22 April 2021, noon. 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 [email protected]. 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 2020
- Statement on the loss of capital, cf. section 119 of the Danish Companies Act
- Presentation of the annual report 2020 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
- Presentation of the remuneration report 2020
- Approval of the remuneration of the Board of Directors for 2021
- Election of members to the Board of Directors
- Appointment of auditors
- Any other business
Complete proposals
Item 1 – Board of Directors’ report on the financial year 2020
The Board of Directors’ report on the financial year 2020 will be presented at the Annual General Meeting, including an account of the loss of capital, as further described in company announcement no. 3 of 23 March 2021.
Item 2 – Presentation of the annual report 2020 for adoption
The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2020, including the remuneration paid to the Board of Directors for 2020.
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 2020. The result for the financial year 2020 will be allocated to retained earnings.
Item 5 – Presentation of the remuneration report 2020
The Company has prepared a remuneration report for the financial year 2020, which is presented to the general meeting. The remuneration report 2020 has been prepared in compliance with applicable rules with a view to further enhance the transparency of the remuneration reporting. The report covers remuneration awarded or due during the financial year 2020 to the Company’s Board of Directors and Executive Management.
The remuneration report 2020 is enclosed as appendix 1 and is available on the Company’s website, www.nordicshipholding.com.
Item 6 – Approval of the remuneration of the Board of Directors for 2021
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 2021:
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 7 – 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 2 and is also available at the Company’s website, www.nordicshipholding.com.
Item 8 – 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.
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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 Friday, 16 April 2021.
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: [email protected], 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 Monday, 19 April 2021.
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, www.nordicshipholding.com. The signed form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, DK-2300 Copenhagen S, or email [email protected].
Proxies must be must be submitted so they are received by the VP Investor Services A/S no later than Monday, 19 April 2021.
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: [email protected].
Postal votes must be submitted so they are received by the VP Investor Services A/S no later than Thursday 22 April 2021, at 12:00 noon (CET).
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 (remuneration report 2020) and appendix 2 (CV), the annual report for 2020 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: [email protected]. Any such questions should be submitted so they are received by the Company no later than Thursday 22 April 2021.
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, 31 March 2021
Board of Directors
Attachments