|
|
|
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
|
|
|
|
|
|
|
|
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: www.psnas.com. |
|
|
|
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: www.psnas.com.
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
www.psnas.com.
Postal votes may be submitted via the PSN shareholder portal on the
Company's website www.psnas.com or by email to GF@computershare.dk
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: www.psnas.com.
Proxies must be submitted via the PSN shareholder portal on the
Company's website: www.psnas.com or by email to GF@computershare.dk
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
parkstreet@parkstreet.dk 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. |
