No. 4/2024 - Notice to convene annual general meeting
Nasdaq Copenhagen
Nikolaj Plads 6
DK-1067 Copenhagen K
Copenhagen, 27 February 2024
ANNOUNCEMENT no. 4/2024
CEMAT A/S
Company reg. (CVR) no. 24 93 28 18
Annual general meeting
The Board of Directors hereby convene the annual general meeting of Cemat A/S (the "Company") for Thursday, 21 March 2024, at 1:00 pm at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
The agenda of the annual general meeting is the following:
- The management's report on the Company's activities during the past financial year.
- Presentation of the audited annual report for adoption.
- The Board of Directors' proposal for appropriation of profit or covering of loss according to the adopted annual report.
- Presentation of and indicative vote on remuneration report.
- Approval of the Board of Directors' fees for the current financial year.
- Election of members to the Board of Directors.
- Appointment of auditor.
- Proposals from the Board of Directors or shareholders.
8.1 Proposal to amend the remuneration policy of the Company.
- Any other business.
Complete proposals
Re item 1 The management's report on the Company's activities during the past financial year.
The Board of Directors proposes that the general meeting takes note of the management’s report.
Re item 2 Presentation of the audited annual report for adoption.
The Board of Directors proposes that the general meeting adopts the annual report.
Re item 3 The Board of Directors' proposal for appropriation of profit or covering of loss according to the adopted annual report.
The Board of Directors proposes that the profit for the year as recorded in the Annual Report as adopted by the general meeting be carried forward to next year.
Re item 4 Presentation of and indicative vote on remuneration report.
The Board of Directors proposes that the general meeting adopts the presented remuneration report.
Re item 5 Approval of the Board of Directors' fees for the current financial year.
The Board of Directors proposes that members of the Board of Directors will receive the basic fee of DKK 220,000 for the financial year 2024.
The chairman of the Board of Directors will receive the basic fee multiplied by a factor of 2.5, and the vice-chairman will receive the basic fee multiplied by a factor of 1.75.
Re item 6 Election of members to the Board of Directors.
The Board of Directors proposes to re-elect:
Frede Clausen, chairman, born 1959
Professional board member
Various banking qualifications
Graduate Diploma in Business Administration
Elected chairman in 2018
Other duties and offices:
Frede Clausen Holding ApS (CEO)
Core Poland Residential V (board member)
Malik Supply A/S (chairman)
Developnord A/S (chairman)
Søndergaard Holding Aalborg ApS (chairman)
Palma Ejendomme ApS (chairman)
Ejendomsselskabet Gøteborgvej 18 ApS (vice-chairman)
PL Holding Aalborg A/S (chairman)
Radioanalyzer ApS (chairman)
Independent
Special qualifications: Strategic management, business development and real estate
Languages: Danish and English
Eivind Dam Jensen, vice-chairman, born 1951
Estate Agent
Member of the Danish Association of Chartered Estate Agents
Diploma in Administration
Elected vice-chairman in 2005
Other duties and offices:
Owner of Chartered Estate Agency E. Dam Jensen
Chairman and sole shareholder of A/S Eivind Dam Jensen
Owner of Brundtland Golfcenter (via A/S Eivind Dam Jensen)
Non-independent
Special competences: Purchase, sale, valuation and letting of commercial and
investment properties and property management
Languages: Danish, English and German.
Joanna L. Iwanowska-Nielsen, born 1968
Real Estate Expert
Degree in International Trade, Organisation and Management
from the Warsaw School of Economics
Joined the Board of Directors in 2016
Other duties and offices:
Member of the board of directors of Sustainable Malkowo
Member of the board of directors of Coille Righ Green Energy, Scotland
Member of the board of directors of WildaNova
Member of the board at NielsenNielsen Ltd (UK)
Partner in NOLTA Consultants and NOLTA Career Experts
Member of the EPI (European Property Institute) think tank
Member of Warsaw Women in Real Estate & Development
Founding Member of Women in Global Health’s CEE Chapter
No directorships in other Danish companies
Independent
Special competences: Experience in the real estate trade in Poland, CEE and
internationally (development, strategy, sales and project
management in both the commercial and residential property
sectors, including sustainable housing and energy solutions)
EMCC accredited business coach & mentor
Languages: Polish, English and Russian.
Brian Winther Almind, born 1966
Executive Vice President, DSV Group Property
Joined the Board of Directors in 2023
Other duties and offices:
Shipping agent - Ellegard Transport, of which 2 years were in Verona, Italy
Traffic manager - DFDS Transport
Traffic manager – DHL A/S
Executive Vice President - DSV A/S since 1997
Directorships and other managerial positions:
Member of the board in several companies owned by DSV A/S
Network - European Logistics Forum (ELF), VL 111
No directorships in other Danish companies
Special competences:
Generel management, business development, integration of companies. Property in relation with purchase of land, public sector handling, project management, building activities, purchase and sale, leasing, law, strategy, finances, various large projects in more than 90 countries.
Languages: Danish and English.
Re item 7 Appointment of auditor.
The Board of Directors proposes that BDO Statsautoriseret Revisionsaktieselskab be reappointed.
Re item 8 Proposals from the Board of Directors.
The Board of Directors recommends that the general meeting consider the following proposal from the Board of Directors.
Re item 8.1 Proposals from the Board of Directors.
The board proposes that the Company's remuneration policy be amended so that the wording regarding the Company's ability to demand repayment of cash-based remuneration ("claw back") is changed to the following:
The Company and its subsidiaries have the option in specific cases to demand the return of all or part of the remuneration paid to executives received as varying remuneration paid on the basis of performance-based cash bonus programs. Such repayment may be demanded if the variable remuneration was paid on the basis of information that later turned out to be untrue and this was proven, and the recipient of the remuneration acted in bad faith and the Company suffered damage as a result.
The Board of Director’s proposal for a new remuneration policy is attached as appendix 1 to this notice.
General information
The Company's nominal share capital amounts to DKK 4,997,006.06, divided into 249,850,303 shares of DKK 0.02 each. Each share of DKK 0.02 entitles the holder to one vote.
The Company has concluded a connection agreement with VP Securities A/S. The financial rights of the shareholders may thus be exercised through VP Securities A/S.
Requirements for adoption
Items 2-8.1 considered at the general meeting will be determined by a simple majority of votes, see article 10.1 of the Company's articles of association as well as section 105 of the Danish Companies Act.
The Company's website
This notice, including the agenda, remuneration report, information about the total number of shares and voting rights on the date of the notice and proxy, postal voting and registration forms for ordering an entry card, will be made available to the shareholders on the Company's website, www.cemat.dk, under "Investor/General Meetings" from 27 February 2024.
This notice has also been published via Nasdaq Copenhagen A/S, the IT system of the Danish Business Authority and the Company's website as well as by e-mail to the shareholders having requested e-mail notification of general meetings when stating their e-mail addresses.
Date of registration
The shareholders will be entitled to exercise the right to vote attaching to the shareholders' shares, by attendance at the Company's general meetings or by post pro rata to their shareholding at the date of registration, which is one week before the general meeting.
The date of registration is Thursday, 14 March 2024.
The shareholding of each individual shareholder will be determined at the end of the date of registration based on the number of shares held by the shareholder according to the register of shareholders as well as any notice of ownership received by the Company for the purpose of registration in the register of shareholders, but not yet been registered. In order to be registered in the register of shareholders and included in the calculation, notices of shareholdings must be documented by a transcript from VP Securities A/S or other similar documentation. This documentation must be received by the Company before the end of the date of registration.
Only the persons who are shareholders of the Company on the date of registration will be entitled to participate and vote at the general meeting but see below regarding the shareholders' timely request for entry cards.
Accordingly, any person who has purchased shares, whether by transfer or otherwise, will not be entitled to vote on the shares in question at the general meeting, unless he or she has been recorded in the register of shareholders or has notified the Company and provided documentation of his or her acquisition, no later than on the date of registration, which is Thursday, 14 March 2024.
Entry cards
In order to participate in the general meeting, the shareholders must request an entry card for the general meeting no later than Friday, 15 March 2024. Entry cards may be requested electronically via www.cemat.dk until Friday, 15 March 2024, at 23:59 using MitID or custody account number and password on the Company's shareholder portal. Shareholders registering for the general meeting electronically will immediately receive a confirmation of their registration.
It is also possible to request an entry card by forwarding a completed registration form to the Company's keeper of the register of shareholders, Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, Denmark, which must receive the form by Friday, 15 March 2024 at 23.59. The registration form is available at www.cemat.dk.
Please notice that ordered admission cards will no longer be sent out by ordinary mail.
Admission cards ordered via the shareholder portal will be sent out electronically via email to the email address specified in the shareholder portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in a printed version.
Admission cards can be picked up at the entrance of the general meeting upon presentation of a valid ID.
Proxy
Shareholders are entitled to attend by proxy. An electronic proxy instrument may also be submitted via the shareholder portal until Friday, 15 March 2024, at 23:59.
The complete proxy form must be received by the Company's keeper of the register of shareholders, Computershare A/S, by Friday, 15 March 2024, at 23:59. The proxy form is available at www.cemat.dk.
Postal voting
Shareholders may elect to vote by post, i.e., by casting their votes in writing, before the general meeting, instead of attending the general meeting and voting there.
Shareholders who elect to vote by post may submit their postal vote electronically via the shareholder portal or send their postal vote to Computershare A/S where it must be received by Wednesday, 20 March 2024, at 16:00.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
Questions
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before the general meeting.
Any questions concerning this announcement may be directed to [email protected].
Cemat A/S
Frede Clausen
Chairman of the Board of Directors
This announcement has been issued in Danish and English. In case of any inconsistencies, the Danish version will prevail.
Please write to [email protected] to deregister from this mailing list.
Attachments
- Announcement no. 4 - 27.02.2024 - Notice to convene AGM 2024
- Annex 1_Draft for revised remuneration policy for Cemat
