Notice of ordinary general meeting in Movinn A/S
Company Announcement no. 11 - 2022
28 april 2022 09.XX (CET)
The shareholders of MOVINN A/S, CVR no. 36 41 64 32, are hereby summoned by the board of directors of the company to the ordinary general meeting on
19 May 2022, 12:30pm.
to be held with physical attendance at Tuborg Boulevard 12, 2900 Hellerup, with the added possibility of electronic participation.
Proposed agenda:
- The Board of Directors’ report on the activities of the company during the past financial year
- Adoption of the annual report
- Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
- Discharge for the board of directors and the management
- Approval of remuneration to the board of directors for the current financial year
- Appointment of members of the board of directors
- Appointment of auditor
- Any proposals from the board of directors and/or shareholders
- Any other business
In accordance with the Danish Companies Act §§ 99 and the articles of association of the company, the agenda, the entire proposals and the company’s annual report will be made available to the shareholders no later than 3 weeks prior to the general meeting.
In accordance with section 5.6 of the articles of association, the board of directors will appoint attorney-at-law Christian Scherfig as chairman of the general meeting.
Re 1 - The Board of Directors’ report on the activities of the company during the past financial year:
The board of directors reports on the operation of the company in the past year.
Re 2 – Adoption of the annual report:
The board of directors has proposed to adopt the audited annual report with the statement by the Board of Directors for adoption together with management’s review.
Re 3 - Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
Re 4 - Discharge for the board of directors and the management
Re 5 - Approval of remuneration to the board of directors for the current financial year
Re 6 - Appointment of members of the board of directors:
It has been proposed to reappoint
- Jacob Erik Holm,
- Christian Dalum,
- Jesper Thaning and
- Christian Wrede Scherfig
Further it has been proposed to appoint
- Salomé A. Trambach
to the company’s Board of Directors.
Kristian Jensen is not up for re-election.
Re 7 - Appointment of auditor:
It is proposed to re-appoint Claus Christensen from PriceWaterhouseCoopers as the company’s auditor.
Re 8 - Any proposals from the board of directors and/or shareholders:
There are no further proposals from the board of directors or shareholders.
Re 9 - Any other business:
No further business is to be transacted.
***
Electronic general meeting
The annual general meeting is held with physical attendance at Tuborg Boulevard 12, 2900 Hellerup, with the possibility of electronic participation.
Electronic participation in the general meeting will take place via a portal, which is facilitated by Euronext Securities. Shareholders who wish to participate in the electronic general meeting must request to participate in accordance with the time limit for ordering admission cards in section 7.2 of the Articles of Association Monday 16 May 2022.
Registration
A shareholder with the right to attend and vote in accordance with section 7.1 of the Articles of Association is entitled to attend the general meeting when the shareholders has registered no later than Monday 16 May 2022.
Registration can be done electronically via the Investor Portal, which is accessible via Euronext Securities’ website www.vp.dk/agm or via the Company's website www.investor.movinn.com.
A shareholder or a proxy holder may attend the general meeting with an adviser if participation has been requested for the adviser.
Confirmation of registration will be sent via e-mail to the e-mail address provided by the shareholder in connection with registration.
Information on the procedure in connection with electronic participation, links to the portal, and information on minimum requirements for the electronic systems used will be sent prior to the general meeting via e-mail to shareholders who have registered for the general meeting.
The general meeting portal can be accessed via smartphone, tablet or computer. The portal allows the shareholder to follow the extraordinary general meeting as well as ask questions and cast votes during the live webcast.
Each shareholder is responsible for ensuring that the shareholder has a smartphone, tablet or computer with an Evergreen browser (Edge, Chrome, Firefox or Opera) and that the shareholder at the time of the general meeting has a sufficient and functional internet connection.
As voting and communication at the general meeting takes place electronically, delays may occur on the electronic lines. In the extreme, these delays can last up to 15 minutes. The Company does not assume responsibility for a shareholder's questions, comments, amendments or votes cast being received in a timely manner to be considered at the relevant agenda item.
Proxy and postal votes
If you are prevented from attending the general meeting, you can submit a proxy or postal vote electronically on the Investor Portal, which can be accessed via the website www.vp.dk/agm belonging to Euronext Securities or via the company's website www.investor.movinn.com.
It is also possible to cast a proxy or postal vote by returning a filled out and signed form by email to [email protected].
Proxy or postal vote must be submitted electronically or received by Euronext Securities no later than Monday 16 May 2022, at 23.59. Submitted postal votes cannot be revoked.
Adoption requirements
Adoption of the proposals requires a simple majority, cf. section 7.4 of the articles of association and section 105 of the Danish Companies Act.
The size of the share capital and voting rights
The Company's share capital amounts to nominally DKK 669,421.68 divided into shares of DKK 0.04. Each share of DKK 0.04 gives one vote at the general meeting, cf. section 7.3 of the articles of association.
The right to attend and vote at the extraordinary general meeting on 19 May 2022 belongs to shareholders who, on the registration date, Thursday 12 May 2022, are listed as a shareholder in the register of shareholders, cf. section 7.1 of the articles of association.
Additional information
The notice including an overview of the total number of shares and voting rights on the date of the notice and the form to be used for proxy or postal voting, will be available on the Company's webiste www.investor.movinn.com from Thursday April 28, 2022.
Questions from shareholders
Prior to the general meeting, shareholders can submit questions regarding the agenda by by sending there questions in writing to the Company by email to [email protected]
