Minutes from the Ordinary General Meeting
Nasdaq OMX Copenhagen A/S
Charlottenlund April 30, 2024
Announcement no. 257
Minutes from the Ordinary General Meeting
The Board of Directors of German High Street Properties A/S (company registration no. 30691644) held its ordinary general meeting on Tuesday, April 30, 2024, at 2 p.m. at Søllerødvej 64, 2840 Holte.
The following decisions were made at the general meeting:
1. The Board of Directors report on the company’s activities in the past year was taken into account.
2. The annual report for 2023 was approved, and discharge was granted to the company’s Board of Directors and management.
3. The Board of Directors’ proposal for the allocation of results according to the 2023 annual report was approved.
4. The Board of Directors proposal for board remuneration and the remuneration report was approved.
5. PricewaterhouseCoopers Certified Public Accountants Partnership was re-elected as the company's auditor.
6. Mr. Hans Thygesen, Mrs. Jutta Steinert and Mr. Claude Olof Nikolaj Zethraeus were re-elected to the Board of Directors. Mr. Walther Thygesen resigned as a board member.
A description of each board member's background and management duties is attached as Appendix No. 1 and is also available on the company's website, www.germanhighstreet.com.
7. The general meeting adopted the Board of Directors’ proposal regarding the articles of association 4.1-4.3. on authorization to increase the company's capital. The Board of Directors’ authorization is extended until April 30th, 2029.
The general meeting thus adopted that the articles of association 4.1 – 4.3 be changed to the following:
4.1 The company's Board of Directors is authorized until 30 April 2029 to increase the company's share capital in one or more rounds by issuing up to a nominal total of DKK 270,000,000 (27,000,000 shares of DKK 10.0 each) with pre-emptive rights for the company's existing shareholders. The capital increase can be done at a lower rate than the market rate and must be done by cash payment.
4.2 The company's Board of Directors is authorized until 30 April 2029 to increase the company's share capital in one or more rounds by issuing up to a total of nominally DKK 270,000,000 (27,000,000 shares at DKK 10.00 each) without pre-emptive rights for the company's existing shareholders. The capital increase must be done at the market rate and can be done by cash payment and other means, including by conversion of debt or by contribution in kind.
4.3 The Board of Directors authorizations according to section 4.1. and 4.2 above can together be maximally used to increase the Company's share capital by a total of nominally DKK 270,000,000. New shares issued under sections 4.1 and 4.2. must be negotiable instruments, must be paid in full, must be in the name, and must be recorded in the Company's register of owners. No restrictions shall apply to the transferability of the newly issued shares, and no shareholder shall be obliged to have his shares redeemed in whole or in part.
8. The general meeting granted the Chairman of the ordinary general meeting authority to report the decisions made at the general meeting to the Danish Business Authority.
9. There were no further items for consideration at the general meeting. The company's new articles of association and the full minutes of the ordinary general meeting can be requested on the company's website, www.germanhighstreet.com.
On behalf of the Board of Directors,
Hans Thygesen
Chairman
Attachment
