Nasdaq Copenhagen A/S
Nikolaj Plads 6
DK-1067 Copenhagen K
Copenhagen, 2 March 2021
ANNOUNCEMENT NO. 4/21
Company reg. (CVR) no. 24 93 28 18
Annual general meeting
The Board of Directors hereby convene the annual general meeting of Cemat A/S (the "Company") for Wednesday, 24 March 2021, at 2:00 pm at the offices of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark and as a virtual meeting.
Measures due to Coronavirus (COVID-19)
To reduce the risk of the virus spreading and to meet the applicable legal requirements, we have introduced a number of preventive measures in connection with the holding of the general meeting. We take these precautions for the safety of all and hope for understanding from shareholders.
We kindly urge our shareholders not to attend the general meeting in person, but instead to vote either per. letter or to authorize the Board of Directors (see below).
Shareholders who, despite our recommendation, wish to physically attend the general meeting are requested not to bring a companion. We also point out that for security reasons, refreshments will not be served in connection with the general meeting. In addition, participants in the general meeting are asked to show consideration, maintain good hand hygiene, wear bandages and keep their distance from each other. We also kindly urge the participants in the general meeting to take a test for COVID-19 in connection with the attendance in the general meeting.
It will be possible to follow the general meeting in a virtual meeting room as a link can be obtained by writing to email@example.com.
The agenda of the annual general meeting is the following:
The management's report on the Company's activities during the preceding financial year.
Presentation of the revised annual report for adoption.
The Board of Directors' proposal for appropriation of profit or covering of loss according to the adopted annual report.
Presentation of and indicative vote on remuneration report.
Approval of the Board of Directors' fees for the current financial year.
The Board of Directors proposes that members of the Board of Directors will receive the basic fee of DKK 160,000.
The chairman of the Board of Directors will receive the basic fee multiplied by a factor of 2.5, and the vice-chairman will receive the basic fee multiplied by a factor of 1.75.
Election of members to the Board of Directors.
The Board of Directors proposes to re-elect:
Frede Clausen, chairman, age 61
Holds a Graduate Diploma in Business Administration
Various banking educations
Elected chairman in 2018
Other duties and offices:
Frede Clausen Holding ApS (CEO)
PE Skagen ApS (chairman)
K/S Købmagergade 59. st. (vice-chairman)
Core Poland Residential V
Malik Supply A/S
Developnord A/S (chairman)
Søndergaard Holding Aalborg ApS (chairman)
lb Andersen WS A/S (chairman)
Special competences: Strategic management, business development and acquisition, sale, valuation and rental of business and investment properties as well as property management
Languages: Danish and English
Eivind Dam Jensen, vice-chairman, age 69
Member of the Danish Association of Chartered Estate Agents
Diploma in Administration
Chartered Estate Agent
Elected vice-chairman in 2005Other duties and offices:
Owner of Chartered Estate Agency E. Dam Jensen
Chairman and sole shareholder of A/S Eivind Dam Jensen
Owner of Brundtland Golfcenter (via A/S Eivind Dam Jensen)
Special competences: Purchase, sale, valuation and letting of commercial and
investment properties and property management
Languages: Danish, English and German.
Joanna L. Iwanowska-Nielsen, age 52
Real Estate Expert
Degree in International Trade, Organisation and Management
from the Warsaw School of Economics Joined the Board of Directors in 2016
Other duties and offices:
Member of the board of directors of WildaNova
Partner in NOLTA Consultants and NOLTA Career Experts
Member of the EPI (European Property Institute) expert panel
Member of Warsaw Women in Real Estate & Development
No directorships in other Danish companies
Special competences: Experience in the real estate trade in Poland, CEE and
internationally (development, strategy, sales and project
management in both the commercial and residential property
Appointment of auditor.
The Board of Directors proposes that BDO Statsautoriseret Revisionsaktieselskab be reappointed.
Authorisation under section 198 of the Danish Companies Act for the Board of Directors to permit the Company for a period of 18 months from the date of the general meeting to purchase own shares representing up to 10% of the Company's share capital at the relevant time, against a fee of between DKK 0 and up to 10% of the selling stock price at Nasdaq Copenhagen A/S at the relevant time.
Any other business.
The Company's nominal share capital amounts to DKK 4,997,006.06, divided into 249,850,303 shares of DKK 0.02 each. Each share of DKK 0.02 entitles the holder to one vote.
The Company has concluded a connection agreement with VP Securities A/S. The financial rights of the shareholders may thus be exercised through VP Securities A/S.
Requirements for adoption
Items 2-8 considered at the general meeting will be determined by a simple majority of votes, see article 10.1 of the Company's articles of association as well as section 105 of the Danish Companies Act.
The Company's website
This notice, including the agenda, remuneration report, information about the total number of shares and voting rights on the date of the notice and proxy, postal voting and registration forms for ordering an entry card, will be made available to the shareholders on the Company's website, www.cemat.dk, under "Investor/General Meetings" from Tuesday, 2 March 2021, at 1:00 pm.
This notice has also been published via Nasdaq Copenhagen A/S, the IT system of the Danish Business Authority and the Company's website as well as by e-mail to the shareholders having requested e-mail notification of general meetings when stating their e-mail addresses.
Date of registration
The shareholders will be entitled to exercise the right to vote attaching to the shareholders' shares, by attendance at the Company's general meetings or by post pro rata to their shareholding at the date of registration, which is one week before the general meeting.
The date of registration is Wednesday, 17 March 2021.
The shareholding of each individual shareholder will be determined at the end of the date of registration on the basis of the number of shares held by the shareholder according to the register of shareholders as well as any notice of ownership received by the Company for the purpose of registration in the register of shareholders, but not yet been registered. In order to be registered in the register of shareholders and included in the calculation, notices of shareholdings must be documented by a transcript from VP Securities A/S or other similar documentation. This documentation must be received by the Company before the end of the date of registration.
Only the persons who are shareholders of the Company on the date of registration will be entitled to participate and vote at the general meeting but see below with regard to the shareholders' timely request for entry cards.
Accordingly, any person who has purchased shares, whether by transfer or otherwise, will not be entitled to vote on the shares in question at the general meeting, unless he or she has been recorded in the register of shareholders or has notified the Company and provided documentation of his or her acquisition, no later than on the date of registration, which is Wednesday, 17 March 2021.
In order to participate in the general meeting, the shareholders must request an entry card for the general meeting no later than Friday, 19 March 2021. Entry cards may be requested electronically via www.cemat.dk until Friday, 19 March 2021, at 23:59 using NemID or custody account number and password on the Company's shareholder portal. Shareholders registering for the general meeting electronically will immediately receive a confirmation of their registration.
It is also possible to request an entry card by forwarding a completed registration form to the Company's keeper of the register of shareholders, Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, Denmark, which must receive the form by Friday, 19 March 2021 at 23.59. The registration form is available at www.cemat.dk.
Please notice that ordered admission cards will no longer be sent out by ordinary mail.
Admission cards ordered via the shareholder portal will be sent out electronically via email to the email address specified in the shareholder portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in a printed version.
Admission cards can be picked up at the entrance of the general meeting upon presentation of a valid ID.
As stated above the board encourage the shareholders not to participate in person but to join the virtual meeting room and/or attend by proxy or vote by post.
Shareholders are entitled to attend by proxy. An electronic proxy instrument may also be submitted via the shareholder portal until Friday, 19 March 2021, at 23:59.
The complete proxy form must be received by the Company's keeper of the register of shareholders, Computershare A/S, by Friday, 19 March 2021, at 23:59. The proxy form is available at www.cemat.dk.
Shareholders may elect to vote by post, i.e. by casting their votes in writing, before the general meeting, instead of attending the general meeting and voting there.
Shareholders who elect to vote by post may submit their postal vote electronically via the shareholder portal or send their postal vote to Computershare A/S where it must be received by Tuesday, 23 March 2021, at 16:00.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before the general meeting. Furthermore, the shareholders will due to the Coronavirus pandemic be entitled to for a week following the general meeting ask questions to the management’s report as the reply will be in writing.
Any questions concerning this announcement may be directed to firstname.lastname@example.org.
Chairman of the Board of Directors
This announcement has been issued in Danish and English. In case of any inconsistencies, the Danish version will prevail.
Please write to email@example.com to deregister from this mailing list.