Company Announcement 02/2015

Notice to convene the Annual General Meeting Tuesday 14 April 2015


 

 

 

NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

 

To the shareholders of Nordic Shipholding A/S (CVR no. 76 35 17 16)

 

 

The annual general meeting of Nordic Shipholding A/S will be held on

 

Tuesday, 14 April 2015, at 10:30 a.m. (CEST)

PricewaterhouseCoopers, Strandvejen 44, DK-2900 Hellerup.

 

Agenda:

 

  1. Board of Director’s report on the financial year 2014
  2. Presentation of the annual report 2014 for adoption and grant of discharge to members of the Board of Directors and Executive Management
  3. Resolution on the application of the result of the year
  4. Approval of the remuneration of the Board of Directors for 2015
  5. Election of members to the Board of Directors
  6. Appointment of auditors
  7. Proposals from the Board of Directors
  8. Resolution to change the Company’s shares from bearer shares to registered shares
  9. Resolution to make certain editorial amendments of the articles of association to reflect new terminology and expiration of warrants
  10. Resolution to authorise the Board of Directors to let the Company acquire treasury shares
  11. Authorisation of the chairman of the annual general meeting
  12. Any other business
  13.  

     

     

    Complete proposals

     

     

    Item 1 – Board of Directors’ report on the financial year 2014

    The Board of Directors’ report on the financial year 2014 will be presented at the annual general meeting.

     

    Item 2 – Presentation of the annual report 2014 for adoption and grant of discharge to members of the Board of Directors and Executive Management

    The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2014, including the remuneration paid to the Board of Directors for 2014.

     

    The Board of Directors proposes that discharge be granted to the Board of Directors and the Executive Management in respect of the annual report for 2014.

     

    Item 3 – Resolution on the application of the result of the year

    The Board of Directors proposes that the general meeting approves the Board of Directors’ proposal on application of the result of the year as stated in the Company’s annual report for 2014 and that the profit for the year consequently be carried forward to the next financial year.

     

    Item 4 – Approval of the remuneration of the Board of Directors for 2015

    The Board of Directors proposes that the general meeting approves the following remuneration of the members of the Board of Directors for the financial year 2015:

     

                          Chairman of the Board of Directors: DKK 350,000

    Other members of the Board of Directors: DKK 175,000, as no remuneration will be paid to the board members Jon Lewis and Philip Clausius and, if elected to the Board of Directors, Kanak Kapur, cf. below.

     

    Item 5 – Election of members to the Board of Directors

    The Board of Directors proposes re-election of Knud Pontoppidan, Kristian Mørch, Jon Lewis and Philip Clausius to the Board of Directors, and election of Kanak Kapur as a new member to the Board of Directors.

     

    A description of the background of and offices held by each candidate proposed for election by the Board of Directors are enclosed as appendix 1 and are also available at the Company’s website, www.nordicshipholding.com.

     

    Item 6 – Appointment of auditors

    The Board of Directors proposes re-election of the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.

     

    Item 7.a – Resolution to change the Company’s shares from bearer shares to registered shares

    The possibility of issuing new bearer shares may be repealed in 2015 if a proposed bill currently out for consultation is passed.Therefore, the Board of Directors proposes to amend the Company’s shares from bearer shares to shares registered in the name of the holder (registered shares).

     

    As a consequence thereof, “… bearer shares, but may…”  will be replaced by “…issued in the name of the holder, and shall…” in articles 3.5, 4.1.3, 4.2.4, 4.3.3, 4a.6, 4c.6, and exhibit 2, and “… holding registered shares.” will be deleted in article 3.6.

     

    In addition, it is proposed to delete “… , through the computer system of the Danish Business Authority...” in article 6.5, as the requirement to convene general meetings via the computer system of the Danish Business Authority does not apply to registered shares.

     

    Item 7.b - Resolution to make certain editorial amendments of the articles of association to reflect new terminology and expiration of warrants

    The Board of Directors proposes to make the following editorial amendments of the articles of association to reflect new terminology and expiration of warrants:

     

    1. Article 3.8: Replacement of “NASDAQ OMX Copenhagen A/S” with “Nasdaq Copenhagen” to reflect the new name of NASDAQ OMX Copenhagen A/S’ market platform.
    2. Article 4b.1: Deletion of article 4b.1 and exhibit 1 due to expiry of the warrant program included in exhibit 1. As a consequence, references to exhibit 2 will be changed to exhibit 1.
    3. Articles 3.5, 3.6, 4a.6, 4c.6, 6.5 and 9.4: Replacement of “register of shareholders” (in Danish “aktiebog”), with “register of shareholders” (in Danish “ejerbog”) to align terminology used in the articles of association. No amendments will be made in the English translation of the articles of association.

     

    A draft version of the articles of association with the amendments proposed by the Board of Directors may be found at the Company’s website, www.nordicshipholding.com

     

    Item 7.c – Resolution to authorise the Board of Directors to let the Company acquire treasury shares

    The Board of Directors proposes that the general meeting authorises the Board of Directors to let the Company acquire or enter into agreements to acquire up to 20% of the Company’s share capital at a price equal to the share price quoted at the time of acquisition or entry into the agreement, as applicable, with a deviation of up to 10%. The authorisation will be effective until 14 April 2020.

     

    Item 8 – Authorisation of the chairman of the annual general meeting

    The Board of Directors proposes that the general meeting authorises the chairman of the annual general meeting, with a right of substitution, to file the resolutions adopted with the Danish Business Authority and to make any such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.

     

     

    Adoption requirements

    To adopt the proposals under agenda item 7.a-7.b, the proposals must be adopted by no less than 2/3 of the votes cast and of the share capital represented at the general meeting. The remaining proposals may be adopted by a simple majority of votes.

     

    Share capital and shareholders’ voting rights

    The Company’s share capital amounts to nominally DKK 40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10. Each share of nominally DKK 0.10 carries one vote.

     

    The record date is Tuesday, 7 April 2015.

     

    Shareholders holding shares in the Company on the record date, have the right to participate in and vote at the general meeting. The shares held by the shareholder are calculated on the record date on the basis of entries in the share register and notifications of ownership received by the Company for the purpose of entering into the share register. Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.

     

    Admission cards

    Shareholders wishing to participate in the annual general meeting must request an admission card. Admission cards may be obtained through VP Investor Services A/S’ website, www.uk.vp.dk/agm. Furthermore, admission cards may be obtained by contacting VP Investor Services A/S, by telephone +45 43 58 88 66, by fax +45 43 58 88 67, by e-mail: vpinvestor@vp.dk, or by written enquiry to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by using the form available for download on Nordic Shipholding A/S’s website, www.nordicshipholding.com.

     

    Requests for admission cards must be submitted so they are received by the VP Investor Services A/S no later than Friday, 10 April 2015.

     

    Proxy

    Shareholders unable to attend the annual general meeting may issue a proxy to the board of directors or a third party. Proxies may be granted electronically at VP Investor Services A/S’ website, www.uk.vp.dk/agm. Furthermore, a proxy may be granted in writing by using the proxy form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by fax +45 43 58 88 67 or e-mail vpinvestor@vp.dk.

     

    Proxies must be must be submitted so they are received by the VP Investor Services A/S no later than Friday, 10 April 2015.

     

    Postal voting

    Shareholders unable to attend the annual general meeting may submit their votes by correspondence (i.e. postal vote). Postal votes may be submitted electronically via VP Investor Services A/S’ website, www.uk.vp.dk/agm. Furthermore, a postal vote may be submitted in writing by using the postal vote form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed postal vote form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by fax +45 43 58 88 67 or e-mail: vpinvestor@vp.dk.

     

    Postal votes must be submitted so they are received by the VP Investor Services A/S no later than Monday, 13 April 2015, at 12 noon (CET).

     

    Additional information

    Until and including the day of the annual general meeting, additional information regarding the annual general meeting will be available on the Company’s website, www.nordicshipholding.com, including the notice with agenda, the complete proposals with appendix 1, draft articles of associations with the Board of Directors’ proposed amendments, the annual report for 2014 and information on the total number of shares and voting rights on the date of the notice to convene.

     

    Questions from the shareholders prior to the Annual General Meeting

    Shareholders may ask questions to the agenda or to documents, etc. to be used at the annual general meeting either by submitting such questions by ordinary mail to Nordic Shipholding A/S, Sundkrogsgade 19, 2., DK-2100 Copenhagen Ø, or by e-mail: info@nordicshipholding.com. Any such questions should be submitted so they are received by the Company no later than Monday, 13 April 2015.

     

    Refreshments

    Coffee, tea and water will be served at the annual general meeting.

     

    Directions

    PwC may be reached by car or by bus. Please note that availability of parking spaces in the surrounding streets is limited. The nearest parking garage may be found at Waterfront Shopping, Tuborg Havnevej 4-8, DK-2900 Hellerup (3 hours free parking). Public transportation to the annual general meeting is possible with bus (line 1A).

     

     

     

    Copenhagen, 23 March 2015

     

     

    Board of Directors


Attachments

Appendix 1.pdf