Notice of the Annual General Meeting of Aktieselskabet Schouw & Co.
Notice is hereby given that the Company’s Annual General Meeting will be held on Wednesday, 20 April 2022 at 11:30 am CEST at Hermans (Tivoli Friheden), Skovbrynet 5, DK-8000 Aarhus C, Denmark (the meeting will be held in Danish).
The Annual General Meeting is recorded so that it is possible to follow the live streaming of the general meeting over the internet. The recording will also be available after the general meeting. Instructions can be found on the company's website www.schouw.dk/gf
Agenda:
1. Report by the Board of Directors on the activities of the Company during the past financial year
2. Presentation of the audited annual report for approval and resolution to discharge the Board of Directors and the Executive Management from liability
3. Adoption of a resolution on the distribution of profit according to the approved annual report
4. Indicative vote on the remuneration report
5. Proposals from the Board of Directors
5.i) Approval of the remuneration of the Board of Directors for 2022
The Board of Directors proposes to raise the annual basic fee to DKK 400,000 for 2022.
6. Election of members to the Board of Directors
Among the members of the Board of Directors, Jørn Ankær Thomsen and Kenneth Skov Eskildsen are up for election. As stated in company announcement No. 8/2021 of 11 November 2021, Jørn Ankær Thomsen will not not seek re-election.
The Board proposes that Kenneth Skov Eskildsen be re-elected and that Søren Stæhr, Partner of the law firm Gorrissen Federspiel, be elected to the Board of Directors. Like Kenneth Skov Eskildsen, Søren Stæhr is affiliated with the main shareholder Givesco A/S, and the two candidates are therefore not considered to be independent.
A description of the background and managerial offices of the candidates proposed for election to the Board of Directors is enclosed as Annex 1 to the complete proposals, which is available at the Company’s website, www.schouw.dk/gf.
7. Appointment of auditors
The Board of Directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab be re-appointed.
8. Authorisation to the chairman of the general meeting
The Board of Directors proposes that the shareholders in general meeting authorise the chairman of the meeting, or whoever the chairman may be replaced by in his or her absence, to apply for registration of the resolutions passed with the Danish Business Authority.
9. Any other business
Share capital and shareholder voting rights
The Company’s share capital amounts to a nominal value of DKK 255,000,000 divided into 25,500,000 shares of DKK 10 each. Each share of DKK 10 carries one vote.
Adoption of the proposal on the agenda requires a simple majority of votes.
The record date is Wednesday, 13 April 2022, and shareholders holding shares in the Company at 23:59 CEST on the record date will be entitled to attend and vote at the general meeting. Shareholdings are calculated at the record date on the basis of registration of shares in the register of shareholders and notifications of ownership received by the Company for entry into the register of shareholders. Attendance is also subject to the shareholder having obtained an admission card in due time as described below.
Admission cards
Shareholders who wish to attend the Annual General Meeting in person must request an admission card not later than on Wednesday, 13 April 2022. Admission cards can be ordered via Aktieselskabet Schouw & Co.’s website, www.schouw.dk/gf, using NemID or the user name and password set out on the registration form. Alternatively, shareholders may order admission cards by returning the registration form received to Computershare A/S, Lottenborgvej 26D, 1st floor, DK-2800 Kgs. Lyngby, Denmark or by contacting Computershare A/S by e-mail sent to gf@computershare.dk. If a shareholder appoints a proxy other than the Board of Directors, the proxy must request an admission card on the same terms as a shareholder.
Proxies and voting by postal ballot
Shareholders may appoint a proxy or vote by postal ballot. Proxies or votes by postal ballot may be submitted electronically via Aktieselskabet Schouw & Co.’s website, www.schouw.dk/gf, using NemID or the user name and password set out on the registration form. Alternatively, proxies or votes by postal ballot may be submitted in writing by returning the duly signed proxy/postal voting form received to Computershare A/S, Lottenborgvej 26D, 1st floor, DK-2800 Kgs. Lyngby, Denmark or by e-mail to gf@computershare.dk. A vote cast by postal ballot cannot be revoked.
Proxies must be received by Computershare A/S not later than on Wednesday, 13 April 2022.
Votes by postal ballot must be received by Computershare A/S not later than on Tuesday, 19 April 2022 at 16:00 CEST.
Additional information
The Company’s website, www.schouw.dk/gf, contains further information about the Annual General Meeting, including the 2021 Annual Report, the 2021 Remuneration Report, the notice convening the Annual General Meeting including the agenda, the complete proposals, information about the background and managerial offices of the candidates standing for election, information about the total number of shares and voting rights at the date of the notice, and a link to the investor portal for the purposes of registration, appointing a proxy or voting by postal ballot.
For details about the Company’s collection and processing of personal data in relation to the Annual General Meeting, please see the information on data protection available on the Company’s website, www.schouw.dk/gf.
Questions from shareholders
Shareholders may submit questions concerning the agenda or documents to be used at the general meeting by contacting Aktieselskabet Schouw & Co., Chr. Filtenborgs Plads 1, DK-8000 Aarhus C, Denmark by letter, or by e-mail to schouw@schouw.dk.
Aarhus, 21 March 2022
Aktieselskabet Schouw & Co.
Jørn Ankær Thomsen, Chairman
Jens Bjerg Sørensen, President
Please direct any questions to President Jens Bjerg Sørensen on tel. +45 86 11 22 22.
Attachment
