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Cemat — Proxy Solicitation & Information Statement 2018
Feb 20, 2018
3426_rns_2018-02-20_ce7abcc9-c8d3-4d09-9dec-1d6ce17b6177.pdf
Proxy Solicitation & Information Statement
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CM CeMat
Nasdaq Copenhagen A/S
Nikolaj Plads 6
DK-1067 Copenhagen K
Copenhagen, 20 February 2018 ANNOUNCEMENT NO. 3/2018
CEMAT A/S
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 Monday, 19 March 2018, at 2:00 pm at the office of DLA Piper Denmark, Rådhuspladsen 4, 1550 Copenhagen V, Denmark, with the following agenda:
- 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
- Approval of the Board of Directors' fees for the current financial year
The Board of Directors proposes a basic fee for the current financial year 2018 of DKK 140,000. 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
Jens Borelli-Kjær will step down as chairman and is not accepting re-election.
The Board of Directors proposes to re-elect:
Eivind Dam Jensen, vice-chairman, age 66
Member of the Danish Association of Chartered Estate Agents, Diploma in Administration
Chartered Estate Agent
Elected vice-chairman in 2005
Other 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)
ANNUAL GENERAL MEETING
CEMAT A/S • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: cemat.dk • www.cemat.dk • CVR-nr. 24932818
CM CeMat
Non-independent
Special competences: Acquisition, sale, valuation and rental of business and investment properties as well as property management
Languages: English and German.
Joanna L. Iwanowska-Nielsen, age 49
Real Estate Expert
Foreign 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 Sp.z.o.o. (Poland)
Partner of NOLTA Consultants and NOLTA Career Experts
Member of the board of Directors of Coille Righ Forest Estates Limited (Scotland)
Member of the EPI (European Property Institute) expert panel
Member of Revision Committee of IFMA Poland (International Facility Management Association)
Member of Warsaw Women in Real Estate & Development
Mentor in 2 'Women in Business' organizations
No directorships in other Danish companies
Independent
Special competences: Experience in property transactions in Poland, Central and Eastern Europe and internationally (development, strategy, sale and project management for business and residential properties)
Languages: Polish, English and Russian.
The Board of Directors proposes to elect Frede Clausen be elected new member of the Board. The key competencies of Frede Clausen are listed in Appendix A, and he will be present on 14 March, when he will have the opportunity to make a brief introduction of himself.
- Appointment of auditor
The board of directors proposes that BDO Statsautoriseret Revisionsaktieselskab be resppointed.
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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.
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Any other business
ANNUAL GENERAL MEETING
CEMAT A/5 • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: [email protected] • www.cemat.dk • CVR-nr. 24932818
CM
CeMat
Appendix A – Frede Clausen
Present management positions in other companies
Executive Board Member
TK Development A/S (and two subsidiaries); Frede Clausen Holding ApS.
Chairman of the Board of Directors
15 subsidiaries of TK Development A/S.
Member of the Board of Directors
12 subsidiaries of TK Development A/S; K/S Købmagergade 59, st.; Palma Ejendomme A/S; PE Skagen ApS.
Board committees and other posts
None.
Employment history:
1977 – 1982 Trained with Spar Nord Bank.
1982 – 1989 Corporate Department Manager, Spar Nord Bank, Osteraa Branch.
1989 – 1991 Centre Manager, Spar Nord Bank, Hasseris Branch
1992 General Manager of the Thorkild Kristensen Group (the Group changed its name in 1998 to TK Development).
- Managing Director of TK Ejendomsinvest A/S (officially listed in 1992), including responsibilities for the merger with Thorkild Kristensen A/S in 1993.
1993 – 2002 Executive Vice President of TK Development A/S.
2002 – President and CEO of TK Development A/S.
Relevant educational background and competencies:
1979-1983 Various bank training programmes
1987 Graduate Diploma (Management Accounting/ Financial Management)
ANNUAL GENERAL MEETING
CEMAT A/S • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: cemat.dk • www.cemat.dk • CVR-nr. 24932818
CM CeMat
Organisational work/Lecturing:
1980 – Part-time lecturer at in-house courses in Spar Nord Bank, at the Bank
1992 – School and in the business diploma study programme.
Independence:
Will be considered an independent member of the Board of Directors.
Languages:
Danish, English.
ANNUAL GENERAL MEETING
CEMAT A/5 • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: [email protected] • www.cemat.dk • CVR-nr. 24932818
CM CeMat
General information
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
The proposals under items 2-7 may be adopted 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 and the complete wording of the proposals to be submitted and discussed at the general meeting, 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 20 February 2018, 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 Monday, 12 March 2018.
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
ANNUAL GENERAL MEETING
CEMAT A/S • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: [email protected] • www.cemat.dk • CVR-nr. 24932818
CM CeMat
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 Monday, 12 March 2018.
Entry cards
In order to participate in the general meeting, the shareholders must request an entry card for the general meeting no later than Thursday, 15 March 2018. Entry cards may be requested electronically via www.cemat.dk until Thursday, 15 March 2018, 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 Thursday, 15 March 2018 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.
Proxy
Shareholders are entitled to attend by proxy. An electronic proxy instrument may also be submitted via the shareholder portal until Thursday, 15 March 2018, at 23:59.
The complete proxy form must be received by the Company's keeper of the register of shareholders, Computershare A/S, by Thursday, 15 March 2018, at 23:59. The proxy form is available at www.cemat.dk.
Postal voting
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 Monday, 19 March 2018, at 2:00 pm.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
ANNUAL GENERAL MEETING
CEMAT A/S • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: [email protected] • www.cemat.dk • CVR-nr. 24932818
Page 6 of 7
CM CeMat
Questions
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before and during the general meeting.
Any questions concerning this announcement may be directed to [email protected].
Cemat A/S
Jens Borelli-Kjær
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 protected] to deregister from this mailing list.
ANNUAL GENERAL MEETING
CEMAT A/S • C/O DLA PIPER DENMARK P/S, RÅDHUSPLADSEN 4 • 1550 KØBENHAVN V • DENMARK • TEL. +45 47 36 56 00 • FAX +45 47 36 56 01 • E-MAIL: [email protected] • www.cemat.dk • CVR-nr. 24932818