Notice to convene ordinary general meeting

 | Source: European Energy A/S European Energy A/S

Notice to convene ordinary general meeting of European Energy A/S (CVR no. 18 35 13 31) (the "Company") 

The Board of Directors of the Company hereby convenes an ordinary general meeting of the Company, to be held on:

 

Thursday 16 March 2023 at 10:00 CET at the address of the Company, Gyngemose Parkvej 50, 2860 Søborg, Denmark and electronically on Teams.

 

 Agenda:
  1. Election of Chair.
  2. Report on the activities of the Company
  3. Presentation of the annual report with the auditors’ report for approval and discharge of the Board of Directors and the Executive Board.
  4. Resolution on the appropriation of profit or treatment of loss according to the approved annual report.
  5. Election of members to the Board of Directors.
  6. Decision regarding remuneration to the Board of Directors for the financial year 2023.
  7. Amendment to the article of association regarding the authorization to issue warrants.
  8. Election of Auditor(s).


Complete proposals 

Re item (3):

The Board of Directors proposes that the annual report with the auditors' report for 2022 is approved and that discharge is given for the Board of Directors and the Executive Board.

 
Re item (4):

The Board of Directors proposes that the annual result, which is a profit of EUR 91.5 million, is carried forward to the following year.


Re item (5):

The Board Members elected by the general meeting are elected on an annual basis.

 
All of the incumbent Board Members are standing for re-election, and the Board of Directors proposes the re-election of all the members:



  • Jens Due Olsen
  • Louise Hahn
  • Jens-Peter Zink
  • Jesper Helmuth Larsen
  • Knud Erik Andersen
  • Claus Dyhr Christensen
  • Mikael Dystrup Pedersen
  

Re item (6):

The Board of Directors proposes that the remuneration payable to the members of the Board of Directors for the financial year 2023 be as follows:
  
  • Base fee                                                                           230,000 DKK
  • Members of the Board of Directors                      1 x base fee DKK
  • Vice Chair of the Board of Directors                     2 x base fee DKK
  • Chair of the Board of Directors                             3 x base fee DKK
 

Re item (7):

The Board of Directors proposes to amend the authorization to the Board of Directors under article 3.13 in the articles of association to the following wording:


"The Board of Directors is authorized during the period until 31 December 2024 on one or more occasions to issue up to 9,000,000 warrants each conferring the right to subscribe one share of nominal DKK 1.00 share against cash contribution and to effect the corresponding increase(s) of the share capital with up to nominal DKK 9,000,000 shares. Warrants may be issued to Members of Management, including the Board of Directors and Executive Management, and other Employees and Consultants of the Company and its subsidiaries, if any, without pre-emptive rights for the Company’s shareholders.


New shares issued pursuant to the above authorization shall:



  • be subscribed for against cash payment of the full subscription amount;
  • not be negotiable instruments;
  • be set out in the name of the holder;
  • be subject to the same restrictions on transferability as the existing shares of the company;
  • in all other respects carry the same rights and privileges as the shares existing in the Company at the date of the adoption of this authorization; and
the Board of Directors will determine all other terms and conditions for the warrants, which are issued pursuant to this authorization, including the exercise price."



Re item (8):

The Board of Directors proposes re-election of KPMG P/S as the Auditor of the Company.

 

Proxy

Proxies may represent a shareholder at the general meeting. In this case, the Company must receive a proxy no later than Wednesday 15 March 2023 at 4:00 pm CET on tff@europeanenergy.com.

 

Date: 1 March 2023


 

Kind regards,

 

The Board of Directors of European Energy A/S
 

Attachment


Attachments

Proxy - OGM 2023 - European Energy AS

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