Notice to convene ordinary general assembly in Movinn A/S
General Assembly 16 May 2023
Company Announcement no. 25 - 2023
24 april 2023 23.59 (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 assembly on
Tuesday 16 May 2023, 15:00pm
to be held with physical attendance at The Conary, Dronningens Tværgade 26, 1302 Copenhagen K, Denmark
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
- Salomé A. Trambach
to the company’s Board of Directors.
Re 7 - Appointment of auditor:
It is proposed to appoint PriceWaterhouseCoopers (PwC) as the company’s auditor.
Due to the rules of rotation for listed companies, Claus Christensen (PwC) is personally not eligable for re-election.
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.
***
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 Friday 12 May 2023.
Registration can be done via InvestorPortalen, which can be accessed via the website www.vp.dk/agm, or by 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.
The general meeting can be streamed via a link on the company’s website or on InvestorPortalen, without the possibility to comment or vote.
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] or by mail to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 København K. Proxy or postal vote must be submitted electronically or received by Euronext Securities no later than Friday 12 May 2023, 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 16 May 2023 belongs to shareholders who, on the registration date, Tuesday 9 May 2023, 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 voting, will be available on the Company's website www.investor.movinn.com from April 25, 2023.
Questions from shareholders
Prior to the general meeting, shareholders can submit questions regarding the agenda by by sending their questions in writing to the Company by email to [email protected].
