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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 |
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28 April 2023, at 16.00 (Danish
time) |
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The general meeting will be held at the Company’s address |
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Svanevej 12, 2400 Copenhagen, Denmark |
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AGENDA |
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The board of directors has prepared the following agenda: |
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- Board of directors' report on the Company's activities in the
past year.
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- Presentation and approval of the audited annual
report.
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- Board of directors' proposed resolution on the
appropriation of profit or covering of loss according to the
approved annual report.
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- Presentation of and advisory vote of the remuneration
report.
- Election of members to the board of directors.
- Election of auditors.
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- Authorisation to the chairman of the meeting.
- Any other business.
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Re agenda item 1 |
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The board of directors proposed that the general meeting takes note
of the board of directors' report on the Company's activities in
the past year. |
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Re agenda item 2 |
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The board of directors proposes that the audited annual report for
the financial year 2022 be approved.The annual report 2022 is
available on the Company's website: www.psnas.com. |
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Re agenda item 3 |
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The board of directors proposes that the results in accordance with
the approved annual report for the financial year 2022 be
transferred to the financial year 2023. |
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Re agenda item 4 |
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The Company has prepared a remuneration report for the financial
year of 2022. 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
2022 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 2022. 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 2022
be approved by the general meeting. |
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Re agenda item 5 |
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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 and Claes Peter Rading be re-elected. Information on the
candidates up for re-election may be found on the company's
website.Further, the board of directors proposes that Medha Pattem
be elected as new member of the board of directors.Medha
Pattem has a bachelor's degree in mechanical engineering
(Osmania University) and a masters in industrial and management
engineering (Rensselaer Polytechnic Institute). Medha is an
experienced board member, having held multiple positions. Medha has
previously worked at Goldman Sachs as a technology analyst and
founded the company Sthenos International Limited, where she was
also the CEO. Medha will be a non-independent board member if
elected. Medha has the following positions in other commercial
undertakings:
- Thermopads UK Limited – Director (2008 – Present)
- India Growth Capital Limited – Director (2010 – Present)
- Xplore Markets Limited (2013 – Present)
- Swindon Ground Lease Limited (2021 – Present)
- Floorstax Limited (2021 – Present)
- Park Street Asset Management Limited (2022 – Present)
- Park Street Advisors Limited (2022 – Present)
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Re agenda item
6 |
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In accordance with the recommendation from the audit committee, the
board of directors proposes that PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PWC) be
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. |
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Re agenda item 7 |
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The board of directors proposes that the chairman 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. |
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Documents available at the Company's office and website |
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The following documents will no later than 6 April 2023 be made
available for the shareholders' inspection at the Company's office
located at Svanevej 12, 2400 Copenhagen, Denmark: (i) the notice
including agenda and complete proposals (included in this notice),
(ii) the total number of shares and voting rights as at the date of
the notice convening the general meeting (included in this notice),
(iii) the audited annual report for the financial year 2022; (vi)
the remuneration report for the financial year 2022, (v)
information and background of candidates up for election to the
board of directors, and (vi) proxy and postal vote forms. |
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The abovementioned material will also be made available at the
Company's website: www.psnas.com. |
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Majority requirements |
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The proposals under the agenda's items 2, 3, 5, 6 and 7 may be
adopted with a simple majority.The vote for the remuneration report
under the agenda's item 4 is purely advisory. |
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Postal vote |
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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 Computershare A/S no later
than on Thursday, 27 April 2023 at 12.00 (Danish Time). |
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Proxy |
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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 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 Computershare A/S no later than on Monday, 24
April 2023 at 23:59 (Danish time). |
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Admission cards, voting cards and record date |
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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 24 April 2023 at
23:59.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. |
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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. |
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Voting cards will be handed out at the access control at the
general meeting. |
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The Record Date is Friday, 21 April 2023. |
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Questions from the shareholders |
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Submissions prior to the general meetingShould 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,
24 April 2023 at 23.59 (Danish Time).Submissions at the general
meetingAfter 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. |
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Share capital and voting rights |
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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 2,695,105 class A treasury shares
and 2,164,865 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 52,315,602. |