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
info@germanhighstreet.dk. They must contain clear identification of
the shareholder.
On behalf of the Board of Directors
Hans Thygesen
Chairman
German High Street Prope... (LSE:0O72)
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