Company Announcement 7/2022
4 April 2022.
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
Tuesday, 26 April 2022, at 2:00 p.m. (CEST)
Gorrissen Federspiel, Axel Towers, Axeltorv 2
DK-1609 Copenhagen V
Agenda:
- Board of Director’s report on the financial year 2021
- Statement on the capital losses, cf. section 119 of the Danish Companies Act
- Presentation of the annual report 2021 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 2021
- Approval of the remuneration of the Board of Directors for 2022
- Election of members to the Board of Directors
- Appointment of auditors
- Proposal from the Board of Directors regarding increase and extension of authorisation to the Board of Directors to increase the Company’s share capital
- Proposal from the Board of Directors regarding acquisition of treasury shares
- Any other business
Complete proposals
Item 1 – Board of Directors’ report on the financial year 2021
The Board of Directors’ report on the financial year 2021 will be presented at the Annual General Meeting, including an account of the loss of capital, as further described in company announcement no. 3/2021.
Item 2 – Presentation of the annual report 2021 for adoption
The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2021, including the remuneration paid to the Board of Directors for 2021.
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 2021. The result for the financial year 2021 will be allocated to retained earnings.
Item 5 – Presentation of the remuneration report 2021
The Company has prepared a remuneration report for the financial year 2021, which is presented to the general meeting. The remuneration report 2021 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 2021 to the Company’s Board of Directors and Executive Management.
The remuneration report 2021 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 2022
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 2022:
Chairman of the Board of Directors: DKK 240,000.
Other members of the Board of Directors: DKK 175,000
As in previous years the board members Jon Lewis, Kanak Kapur and Philip Clausius had waived their remuneration as in previous years.
Item 7 – Election of members to the Board of Directors
The Board of Directors proposes re-election of Esben Poulsson (Chairman), Jon Lewis (Deputy Chairman), Kanak Kapur, 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 that the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, be re-elected.
Due to a statutory requirement, an audit tender was conducted before the next Annual General Meeting in 2022. The selection procedure has been conducted in accordance with Article 16 of the EU Auditor Regulation (Regulation (EU) No 537/2014).
The Board of Directors has assessed four audit firms in connection with the selection process. Following this assessment, the Board of Directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as auditor at the annual general meeting in 2022. The Board of Directors maintains its recommendation and preference for the election of PricewaterhouseCoopers as auditor.
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.
Item 9 – Proposal from the Board of Directors regarding increase and extension of authorisation to the Board of Directors to increase the Company’s share capital
The Board of Directors’ current authorisation in Article 4.1.2 of the Articles of Association to increase the share capital expires on 25 April 2024.
The Board of Directors continues to consider it relevant to ensure the flexibility in the capital structure of the Company provided by the authorisation in the current Article 4.1.2. Therefore, the Board of Directors proposes to extend the authorisation for a period of 5 years until 25 April 2027 and to increase the maximum share capital increase to 100% of the total share capital for the authorisation under the current Article 4.1.2.
The current Article 4.1.2, subject to adoption of the proposal, will be worded as follows:
“The Company's Board of Directors is authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 40,615,840.30 without pre-emptive subscription rights for the Company's existing shareholders. The authorisation is effective until 25 April 2027. The capital increases may be paid in by cash contribution, non-cash contribution and/or by conversion of debt. The capital increase must be implemented at or above market price.”
Item 10 – Proposal from the Board of Directors regarding acquisition of treasury shares
The Board of Directors proposes that the general meeting authorises the Board of Directors until the annual general meeting in 2025 to acquire treasury shares of up to 25% of the total share capital at the time of the authorisation. The re-purchase price will be set by Board of Directors at a price between DKK 0.01 and DKK 1.00.
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Adoption requirements
Item no. 9 may be adopted by at least 90% of the votes cast and 90% of the share capital represented. All other 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 Tuesday, 19 April 2022.
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 Euronext Securities’ website, www.vp.dk/agm. Furthermore, admission cards may be obtained by contacting Euronext Securities, by telephone +45 43 58 88 66, by email: [email protected], or by written enquiry to Euronext Securities, Nicolai Eigtveds Gade 8 , DK-1402 Copenhagen, 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 Euronext Securities no later than Friday, 22 April 2022.
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 Euronext Securities’ 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 Euronext Securities, at Nicolai Eigtveds Gade 8 , DK-1402 Copenhagen, or email: [email protected].
Proxies must be must be submitted so they are received by Euronext Securities no later than Monday, 22 April 2022.
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 Euronext Securities’ 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 Euronext Securities, at Nicolai Eigtveds Gade 8 , DK-1402 Copenhagen, or email: [email protected].
Postal votes must be submitted so they are received by the Euronext Securities no later than Monday 25 April 2022, 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 2021) and appendix 2 (CV), the annual report for 2021 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 by email: [email protected].
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, 4 April 2022
Board of Directors
Attachments
