| | | In accordance with article 6.2 of the articles of association, the annual general meeting of Park Street A/S (the "Company") is hereby called to be held on |
| | | 26 April 2024 , at 2:00 p.m. (Danish time) |
| | | The general meeting will be held at the Company's address |
| | | Svanevej 12, 2400 Copenhagen, Denmark |
| | | AGENDA |
| | | The board of directors has prepared the following agenda: |
| | | Board of directors' report on the Company's activities in the past year. |
| | | Presentation and approval of the audited annual report. |
| | | Board of directors' proposed resolution on the appropriation of profit or covering of loss according to the approved annual report. |
| | | Presentation of and advisory vote of the remuneration report. Proposals from the board of directors or shareholders Proposal to reduce the share capital by annulment of 2,955,585 A shares and 12,164,865 B shares Election of members to the board of directors. Election of auditors. Authorisation to the chair of the meeting Any other business |
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| | | Item 1 – Board of directors' report on the Company's activities the past year |
| | | The board of directors proposes that the general meeting takes note of the board of directors' report on the Company's activities in the past year. |
| | | Item 2 – Presentation and approval of the annual report |
| | | The board of directors proposes that the audited annual report for the financial year 2023 is approved.
The annual report for 2023 is available on the Company's website: . |
| | | Item 3 – Proposed resolution on appropriation of profit or covering of loss |
| | | The board of directors proposes that the results are transferred to the financial year 2024 in accordance with the approved annual report. |
| | | Item 4 – Presentation and advisory vote on the remuneration report |
| | | The Company has prepared a remuneration report for the financial year of 2023. The board of directors note that the remuneration report has been prepared in accordance with applicable law and the recommendations for corporate governance.
The remuneration report 2023 provides an overview of the total remuneration paid or owed to the board of directors and the executive management with respect to the financial year 2023. The remuneration report is available on the Company's website: .
The board of directors proposes that the remuneration report for the financial year 2023 is approved by the general meeting. |
| | | Item 5.A – Proposal to reduce the share capital by annulment of 2,955,585 A shares and 12,164,865 B shares |
| | | As at today, the Company's share capital amounts to a nominal value of DKK 57,175,572 divided into 12,827,637 class A shares of DKK 1.00 each and 44,347,935 class B shares of DKK 1.00 each.
The board of directors proposes to reduce the Company's share capital with a nominal amount of DKK 15,120,450 by distribution to the shareholders in accordance with section 188(1)(ii) of the Danish Companies Act and at par rate.
The share capital reduction shall be made by annulment of the treasury shares owned by the Company as at the date of this notice, being 2,955,585 A shares and 12,164,865 B shares. The treasury shares have been acquired in accordance with the buy-back programs launched on 14 September 2022 and 28 February 2024 respectively.
The board of directors note that if the general meeting adopts the resolution to reduce the share capital, the resolution will be published in the IT system of the Danish Business Authority (Erhvervsstyrelsen) in accordance with section 192(1)(ii) of the Danish Companies Act, requesting the Company's creditors to file any claims against the Company within a time-limit of four weeks. After expiry of the creditors' time-limit for the filing of claims, the board of directors will then be able to implement the capital reduction to as adopted by the general meeting if this would still be deemed reasonable and in compliance with Danish Companies Act.
As a result of the proposed resolution, the board of directors proposed that article 3.1 of the articles of association be amended to the following complete wording, subject to the share capital being implemented following the 4 weeks' time-limit for the creditors to file claims:
"3.1 The Company's share capital is DKK 42,055,122 divided into DKK 9,872,052 class A shares of DKK 1.00 each or multiples thereof and DKK 32,183,070 class B shares of DKK 1.00 or multiples thereof. The share capital is fully paid up." |
| | | Item 6 – Election of board of directors |
| | | Pursuant to section 13.1 of the Company's articles of association, the general meeting elects 3-6 members to the board of directors. Elected members are chosen for a period of one year at a time. Therefore, the elected period for any such member expires on the annual general meeting. Re-election is possible.
The board of directors proposes that Anita Nassar, Pradeep Pattem, Ohene Aku Kwapong, Claes Peter Rading and Medha Pattem are re-elected. Information on the candidates up for re-election may be found on the company's website. |
| | | Item 7 – Election of auditors |
| | | In accordance with the recommendation from the audit committee, the board of directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PwC) is re-elected as the Company's auditor.
The audit committee has confirmed that the committee has not been influenced by any third party and that the committee has not been subject to any agreements restricting the general meeting's election of auditors to certain categories or lists of auditors or auditing firms. |
| | | Item 8 – Authorisation to the chair of the meeting |
| | | The board of directors proposes that the chair of the general meeting is authorised (with delegation powers) with the application and registration to the Danish Business Authority (Erhvervsstyrelsen) for any resolutions passed, including to make any such amendments and additions to the resolutions, which may be necessary in connection with the registration. |
| | | Documents available at the Company's office and website |
| | | The following documents will no later than on 4 April 2024 be made available for the shareholders' inspection at the Company's website or its address: (i) this notice, including the agenda and the complete proposals (included in this notice), (ii) the total number of shares and voting rights as at the date of this notice (included in this notice), (iii) the audited annual report for the financial year 2023, (iv) the remuneration report for the financial year 2023, (v) information and background of candidates up for election to the board of directors, and (vi) proxy and postal vote forms. |
| | | Majority requirements |
| | | The proposals under the agenda's items 2, 3, 6, 7 and 8 may be adopted with a simple majority.
The proposal under the agenda's item 5.A may be adopted by two-thirds of the voting rights and share capital represented at the general meeting voting in favour.
The vote for the remuneration report under the agenda's item 4 is solely advisory. |
| | | Postal vote |
| | | Shareholders may choose to vote by postal vote prior to the holding of the general meeting. As at the date of this notice, postal voting forms will be available at the Company's website .
Postal votes may be submitted via the PSN shareholder portal on the Company's website or by email to ... or by sending the postal vote by post to Computershare A/S, Lottenborgvej 26 D, 1. floor, 2800 Kgs. Lyngby, Denmark.
Postal votes must be received by the Company or Computershare A/S no later than on Thursday, 25 April 2024 at 12:00 p.m. (noon) (Danish Time). |
| | | Proxy |
| | | Shareholders may attend the general meeting by proxy in which the shareholders may choose to elect the board of directors or any other named third party as their proxy. As at the date of this notice, proxy forms will be available at the Company's website: .
Proxies must be submitted via the PSN shareholder portal on the Company's website: or by email to ... or by sending the signed proxy to Computershare A/S, Lottenborgvej 26 D, 1. floor, 2800 Kgs. Lyngby, Denmark.
In case of a third party proxy, the shareholder must request an admission card and voting card in the name of such third party. In addition, the proxy must provide proof of his or her right to attend the general meeting by presenting documentation for the application for registration and by presenting a written and dated proxy form.
Proxies granted to the board of directors must be proxies to cast votes only in accordance with the board of directors' recommendations or according to a proxy form.
Proxies must be received by the Company or Computershare A/S no later than on Monday, 22 April 2024 at 11:59 p.m. (Danish time). |
| | | Admission cards, voting cards and record date |
| | | The right to attend and vote at the general meeting is granted to shareholders who are recorded in the register of shareholders no later than one week prior to the holding of the general meeting (the "Record Date"), or shareholders who no later than on this date have notified and substantiated the acquisition of shares with the purpose of being recorded in the Company's register of shareholders. Shareholders, or shareholders' proxies, must request for admission cards no later than on Monday, 22 April 2024 at 11:59 p.m. (Danish time).
Admission cards for the annual general meeting will be sent electronically by email to the email address stated in the PSN shareholders portal at registration. The admission card must be presented at the general meeting either electronically on a smartphone/tablet or in printed form. |
| | | Shareholders having requested admission cards without specifying their email address may pick up their admission cards at the entrance to the general meeting upon presentation of a valid ID. |
| | | Voting cards will be handed out at the access control at the general meeting. |
| | | The Record Date is Friday, 19 April 2024. |
| | | Questions from the shareholders |
| | | Submissions prior to the general meeting
Should shareholders have submissions to individual items on the agenda, they are encouraged to send these before the general meeting is held to ease the holding of the general meeting.
Submissions and questions may be sent per email to ... no later than on Monday, 22 April 2024 at 11:59 p.m. (Danish Time).
Submissions at the general meeting
After the presentation of each item on the agenda it will be possible to submit questions and discuss the proposals.
The management will, on the request of any shareholder, disclose any information available on matters of importance to the assessment of the annual report or the Company's general position, to the extent this may happen without any significant detrimental effect on the Company. |
| | | Share capital and voting rights |
| | | The Company's share capital amounts to a nominal value of DKK 57,175,572, divided into DKK 12,827,637 class A-shares of DKK 1.00 each or multiples thereof and DKK 44,347,935 class B-shares of DKK 1.00 or multiples thereof. Each share of DKK 1.00 carries one vote.
Thus, the class A-shares and the class B-shares carry the same voting rights.
The Company holds 2,955,585 class A treasury shares and 12,164,865 class B treasury shares as at the date of the notice convening the general meeting. Voting rights cannot be exercised in relation to these treasury shares.
Hence, the total number of voting rights of the Company that may be exercised at the general meeting amounts to 42,055,122. |