Notice of Ordinary General Meeting
Nasdaq OMX Copenhagen A/S
Charlottenlund, 8 April 2024
Announcement no. 256
Notice of Ordinary General Meeting
The Board of Directors of German High Street Properties A/S (CVR-no. 30691644) convenes the company's ordinary general meeting to be held on Tuesday, April 30th, 2024, at 2 p.m. at Søllerødvej 64, 2840 Holte.
Agenda:
1. The Board of Directors reports on the company's activities in the past year.
2. Presentation of the revised annual report for approval and notification of discharge for the Board of Directors and management.
3. Adoption of the distribution of profits or losses as proposed by the Board of Directors.
4. The Board of Directors proposal for board remuneration 2024. Underneath is a presentation of the remuneration report for indicative voting.
5. Election of auditors.
6. Election of members to the Board of Directors. Mr. Walther Thygesen has announced that he will not seek re-election to the Board of Directors.
7. Proposals from the Board of Directors or shareholders.
- Proposal for adaptation of the authorization to carry out a capital increase and change of the Articles of Association in connection with this.
8. Authorization of the chairman of the general meeting.
9. Any other business.
Complete agenda:
Re. 1 – The Board of Directors report on the company's activities in the past year.
The Board of Directors report on the company's activities in 2023 will be presented at the ordinary general meeting.
Re. 2 – Presentation of the revised annual report for approval and notification of discharge for the Board of Directors and management.
The Board of Directors proposes that the general meeting approve the company's annual report 2023 and grant discharge to the Board of Directors and management.
Re. 3 – Adoption of the distribution of profits or losses as proposed by the Board of Directors.
The Board of Directors proposes that the general meeting approve the proposal for profit distribution as per the annual report for 2023 and that the result be transferred to the next financial year.
Re. 4 – The Board of Directors proposal for remuneration 2024, including presentation of the remuneration report for an indicative vote.
The Board of Directors proposes the following remuneration for 2024, which is unchanged compared to 2023:
Basic fee: EUR 30,000 The chairman’s fee 3 x Basic fee Board member’s fee 1 x Basic fee For indicative voting:
Management’s fee EUR 120,000
The company has prepared a remuneration report for 2023. The Board of Directors informs that the report has been prepared in accordance with the company's remuneration policy and as a result of requirements in §139b of the Companies Act to comply with applicable legislation and recommendations for good corporate governance.
Reference is also made to the remuneration report published on the company's website.
Re. 5 – Election of auditors
The Board of Directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (CVR-no. 33771231) as the company's auditor. The Board of Directors informs that the proposal has not been influenced by third parties and is not subject to contractual terms which limit the general meeting's choice of certain auditors or audit firms.
Re. 6 – Election of members to the Board of Directors.
The Board of Directors proposes the re-election of Mr. Hans Thygesen, Mrs. Jutta Steinert and Mr. Nikolaj Zethreaus to the Board of Directors.
A description of each candidate's background and management duties is attached as Appendix 1 and is also available on the company's website, www.germanhighstreet.com.
Re. 7 – Proposals from the Board of Directors or shareholders.
Proposal for adaptation of the authorization to carry out a capital increase and amendment of the Articles of Association in connection herewith.
The Board of Directors proposes that the articles of association 4.1-4.3. on authorization to increase the company's capital is extended, so the board's authorization is extended until April 30th, 2029.
The board thus proposes 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 rate that is lower 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 in accordance with 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.
A simple majority of the voting shareholders present at the general meeting is required to adopt proposals under items 1, 2, 3, 4, 5, and 6. Item 7 requires the approval of at least 2/3 of the votes and the share capital represented at the general meeting.
Share capital and voting rights:
The company's share capital is nominally DKK 30,453,830, distributed over 3,045,383 shares a' DKK
10. Each share with a nominal value of DKK 10 gives the right to 1 vote.
Questions regarding dividends and the exercise of the shareholders' financial rights can be directed to Jyske Bank A/S, which the company has appointed as the bank holding the account.
The right to participate in and vote at the general meeting is determined in relation to the shares held by the shareholder on the registration date. Shareholdings and voting rights are calculated on the registration date based on the ownership registered in the Register of Owners and the notices of ownership received by the company with a view to entry in the Register of Owners.
The registration date is Tuesday, April 23, 2024.
Participation is also conditional on the shareholder requesting an access card in time, as described below.
Access card:
Shareholders who wish to participate in the general meeting must request an access card. The request must reach the company no later than Friday, April 26, 2024, at 23.59.
Access cards can be requested:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com, where powers of attorney for the Board of Directors or others can also be submitted. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing and returning a registration form to the address below. Please note that registration is personal, and photo identification may be required upon attendance.
Casting votes:
Shareholders who do not have the opportunity to participate in the general meeting can submit a proxy or vote by mail.
I. Power of attorney
Proxies must be in the company's hands no later than Friday, April 26, 2024, at 23.59.
Power of attorney can be given:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing and returning a power of attorney to the address below.
A power of attorney can be given to the Board of Directors or another named third party. Please note that a power of attorney to a third party must be in writing, dated, and signed.
II. Postal votes
Postal votes must reach the company no later than Monday, April 29, 2024, at 4 p.m.
Postal votes cannot be revoked. Postal votes can be given:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing and returning the postal voting form to the address below.
More information:
Up to and including the day of the general meeting, the following additional information will be available on the company's website, www.germanhighstreet.com:
- The agenda and complete proposals.
- Convocation appendix.
- Annual report for 2023.
- Form for ordering an access card.
- Proxy and postal vote form.
- The total number of shares and voting rights on the convocation day.
The general meeting will open at 13.45, and access card registration will also open at 13.45. Free parking is available in the parking lot at Søllerødvej 64, 2840 Holte.
Questions from shareholders
Before the general meeting, the shareholders can put questions in writing to the company's management about matters of importance for the assessment of the latest audited annual report, the company's position, or the other matters on which a decision must be made at the general meeting, as well as about the company's relationship with the group's companies. Questions must be sent by letter to German High Street Properties A/S at the address below, marked "Ordinary General Meeting 2024," or by e-mail to [email protected]. They must contain clear identification of the shareholder.
On behalf of the Board of Directors
Hans Thygesen
Chairman
