Notice to convene the annual general meeting in FirstFarms A/S
The Board of Directors hereby convenes to annual general meeting in FirstFarms A/S, CVR 28 31 25 04.
The annual general meeting will be held on Tuesday 25 April 2023 at 2 p.m. in:
SAGRO, Majsmarken 1, DK-7190 Billund
The Annual General Meeting will also be broadcast live in Danish language via webcast through the company's shareholder portal. The transmission will only cover the rostrum.
Agenda:
1. Report on the company’s activities
2. Presentation and adoption of the annual report with auditor’s report for approval and discharge of the Board of Directors from their obligation, having adopted the accounts
3. Decision about utilisation of profit or covering of loss according to the approved annual report
4. Approval of remuneration to the Board of Directors
5. Presentation of and advisory vote on the remuneration report for 2022
6. Election of Board members
7. Election of auditor
8. Proposals from the Board of Directors
a) Authorisation to acquire own shares
b) Authorisation to the chairman of the meeting
9. Any other business
Ad 3 The Board of Directors recommends that the profit after tax of 65.466; 8.987 mDKK (0.95 DKK per share) is distributed as dividend, corresponding to 13.7% of the annual result, and the remaining profit is forwarded to next year.
Ad 4 The Board of Directors recommends that the remuneration to the Board of Directors for 2023 is unchanged, compared to 2022, so the chairman of the Board of Directors is yearly receiving DKK 240,000, the vice- chairman and the chairman of the audit committee each receive DKK 120,000 yearly and other members of the Board of Directors is receiving DKK 100,000.
Ad 5 The Board of Directors recommends that annual general meeting approves the remuneration report for 2022. The remuneration report is prepared in accordance with section 139b of the Danish Companies Act and provides an overview of the remuneration of the company’s Board of Directors and Executive Management in 2022. The remuneration report is available on the company’s website www.firstfarms.com.
Ad 6 All board members are up for election. The Board of Directors thus proposes re-election of Henrik Hougaard, Jens Bolding Jensen, Asbjørn Børsting, Karina Boldsen, Bendt Wedell and Claus Ewers. Leadership tasks of the present Board of Directors can be found in the annual report 2022.
Ad 7 The Board of Directors recommends re-election of PricewaterhouseCoopers as the company’s auditor.
Ad 8.a Authorisation to acquire own shares
The Board of Directors proposes that the Board of Directors is authorised, in the period until the next annual general meeting, to let the company acquire own shares within a total nominal value of 10 % of the company’s share capital at a price that must not deviate more than 10 % from the price quoted at the time of such purchase on Nasdaq Copenhagen A/S.
Ad 8.b Authorisation to the chairman of the meeting
The Board of Directors proposes that the chairman of the meeting with substitution right is given authorisation to report the adopted amendments and undertake the amendments in the adopted, which the Danish Business Authority or other authorities might demand or request carried out as condition for registration or approval.
For adoption of the proposals under item 2–8, simple majority of votes is required.
Admission, proxy and postal votes
A shareholder’s right to attend and vote at the general meeting is determined on the basis of the number of shares held by the relevant shareholder on the registration date, which is one week prior to the date of the general meeting. The registration date is Tuesday 18 April 2023.
Attendance at the general meeting is furthermore subject to the shareholder having requested an admission card for the general meeting in question no later than 3 days before the holding of the general meeting. Admission cards will be issued to any such persons who according to the register of shareholders are registered as shareholders at the registration date. Shareholders who are not registered in the register of shareholders shall in order to obtain an admission card submit a deposit transcript from VP Securities A/S or the custodian institution documenting the shareholder’s shareholding on the registration date.
The shareholder’s voting rights may be exercised by a proxy who does not need to be shareholder, provided that the proxy proves his right to attend at the general meeting by presenting an admission card and a written, dated instrument of proxy in accordance with the requirements of applicable Danish legislation. The shareholders can inform the company about appointment of a proxy via the shareholder portal on www.firstfarms.cm or by returning the proxy form, filled in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs. Lyngby or mail: [email protected].
A shareholder or a proxy is entitled to attend together with an adviser, subject to prior notification as mentioned above.
Enrolment to the annual general meeting must take place at the latest Friday 21 April 2023 at 11:59 p.m.:
- via the shareholder portal on www.firstfarms.com
- by returning the registration form, filled in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs. Lyngby or mail: [email protected], so it is received by Computershare A/S within the deadline
- on phone number +45 45 46 09 97
Please notice that ordered admission cards will no longer be sent out by ordinary mail.
Admission cards ordered by submitting the form or by phone can be picked up at the entrance of the general meeting upon presentation of a valid ID.
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.
If you do not have the opportunity to show up, and instead follow the live streaming, any questions wanted to be answered at the general meeting, should be forwarded in advance, and latest Friday 23 April 2023, to [email protected], and they will be answered on the general meeting as usual.
The shareholder’s voting rights may also be exercised by written postal vote to the Board of Directors prior to the general meeting. A vote received by the Board of Directors is irrevocable and binding upon the shareholder. Postal votes must be submitted at the latest Monday 24 April 2023 at 2 p.m. via the shareholder portal on www.firstfarms.com or by returning the postal vote form, filled in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs. Lyngby or mail: [email protected], so it is received by Computershare A/S within the deadline.
Documents
The notice to convene with the agenda and the total number of shares and voting rights on the date of the notice, the complete proposals, form to get admission card, submit proxy or postal vote and the annual report with auditor’s report and remuneration report for 2022 is available on the company’s website www.firstfarms.com. The documents are also forwarded electronically to each registered shareholder, who has requested it.
Share capital and voting rights
At the time of the notice, the company’s nominal share capital amounts to DKK 94,602,770 distributed on 9,460,277 shares of DKK 10. Every share amount of nominal DKK 10 gives 1 vote.
After the annual general meeting, a sandwich will be served.
March 2023
The Board of Directors
For further information:
Please visit our website www.firstfarms.com or contact CEO Anders H. Nørgaard on phone +45 75 86 87 87.
About FirstFarms:
FirstFarms is a Danish stock exchange listed company. We operate FirstFarms with responsibility for the surrounding communities, and we deliver highest quality which is primarily sold locally. We act on new opportunities, that create value for our investors and for the surroundings. Every day, we work on creating a more sustainable company.
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