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EAC Invest — Proxy Solicitation & Information Statement 2019
Oct 15, 2019
3430_rns_2019-10-15_d2785a32-b801-44f6-8f4c-a7cac5c38596.pdf
Proxy Solicitation & Information Statement
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SANTA FE GROUP
Shareholders' Secretariat
Santa Fe Group A/S
East Asiatic House
Indiakaj 20
DK-2100 Copenhagen Ø
Tel.: +45 3525 4300
Fax: +45 3525 4313
E-mail: [email protected]
Web: www.santaferelo.com
CVR no.: 26 04 17 16
15 October 2019
Notice convening the Extraordinary General Meeting of Santa Fe Group A/S
on Wednesday 6 November 2019, at 3:00 p.m. (CET)
at Indiakaj 16
DK-2100 Copenhagen Ø
Agenda:
a) Proposal to change the name of the Company from Santa Fe Group A/S to EAC Invest A/S.
b) Authorisation for the chairman of the meeting.
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Complete proposals
Re agenda item a
As described in company announcement no. 16 of 25 September 2019, the Company has sold its subsidiary Santa Fe Group Limited, which contains all activities relating to the Company's relocation business, including transfer of the right to use the name 'Santa Fe Group A/S'. The Board of Directors therefore proposes to change the name of the Company from Santa Fe Group A/S to EAC Invest A/S.
As a consequence thereof, it is proposed to change Article 1.1. of the Company's Articles of Association to:
"The name of the Company is EAC Invest A/S ("the Company").
As a consequence of the name change, it is proposed to update the Company's name in Article 10.1. and to delete the reference to the Company's website- and e-mail address in Articles 5.6., 14.1., 14.3. and 14.5. of the Articles of Association.
A draft version of the Articles of Association reflecting the amendments following the name change are available on the Company's website.
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Re agenda item b
The Board of Directors proposes that the general meeting authorises the chairman of the meeting (with a right of substitution) to file the resolutions adopted with the Danish Business Authority and to make any such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.
--o0o--
Adoption criteria
The proposal set out in item a must be passed by at least two-thirds of the votes cast as well as the share capital represented at the general meeting. The proposal in item b may be passed by simple majority.
Information about capital and voting rights
At the date of the convening notice, the Company’s share capital amounts to nominally DKK 43,218,208.25, divided into shares in the denomination of DKK 3.50. Shares in the denomination of DKK 1.75 have also been issued. Each share amount of DKK 3.50 confers one vote upon the holder; each share amount of DKK 1.75 confers half a vote upon the holder.
Record date
A shareholder's right to attend a general meeting and to vote shall be determined in proportion to the shares held by such shareholder as of the record date. The shares held by each shareholder as of the record date shall be determined based on the entry in the shareholders’ register regarding the shareholder's ownership and any notifications to the Company from the shareholder regarding his ownership not yet recorded in the shareholders’ register.
The record date is Wednesday 30 October 2019.
Admission cards, etc.
Shareholders, proxy holders and any accompanying advisers must present an admission card in order to be admitted to the general meeting.
Admission cards may be requested as follows:
- By registering electronically through the Company’s shareholder portal at www.thesantafegroup.com or through VP Investor Services A/S’ website, www.vp.dk/agm;
- By submitting a completed, dated and signed registration form by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark, or by e-mailing a scanned version to [email protected]; or
- By contacting VP Investor Services A/S; by telephone (+45) 43 58 88 66, by e-mail to [email protected] or by written enquiry to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.
Admission cards will be distributed by e-mail. When requesting an admission card, please ensure that an e-mail address to which the electronic admission card can be sent has been duly registered on the Company’s shareholder portal at www.thesantafegroup.com. A PDF version of the
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admission card will be sent to you following registration. The PDF version of the admission card can be brought along on your smart phone or tablet. If the admission card is not brought to the general meeting, a new admission card may be requested at the general meeting, provided that appropriate identification is presented. Ballot papers will be handed out at the admission point at the general meeting.
If you do not have an e-mail address, you may receive your admission card at the entrance to the general meeting.
Requests for admission cards must reach the addressee by Friday 1 November 2019, at 11:59 (midnight).
Any shareholder is entitled to attend by proxy and to attend accompanied by an adviser. A proxy may also attend together with an adviser.
The following documents are available on the Company’s website www.thesantafegroup.com:
- The convening notice, including the agenda and complete proposals;
- Any other documents to be submitted at the general meeting;
- The forms to be used for voting by proxy or by correspondence; and
- The total number of shares and voting rights as of the convening date.
Questions
Until one week prior to the general meeting, shareholders may submit questions in writing to the Company’s Executive Board regarding the matters to be transacted at the general meeting. Shareholders who wish to exercise their right to ask questions may send such questions by letter to the Company. The reply may be made in writing and the answer may be made available on the Company’s website, www.thesantafegroup.com. Management may refrain from answering if the person asking the question is not represented at the general meeting.
Voting by proxy
Shareholders may vote at the general meeting by a proxy holder presenting a duly signed and dated proxy form. Electronic proxy forms may be issued via the Company’s website, www.thesantafegroup.com, or via VP Investor Services A/S’ website, www.vp.dk/gf, using NemID or a VP-ID authentication. Electronic proxy forms must be issued and filed no later than by Friday 1 November 2019, at 11:59 (midnight).
Alternatively, requests for physical proxy forms may be obtained via the Company’s website, www.thesantafegroup.com, and sent by letter to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, or by email to [email protected]. The duly filled-in proxy form must reach VP Investor Services A/S by Friday 1 November 2019, by 11:59 (midnight).
Assuming that admission cards have been ordered in due time, a physical proxy form may however be issued through 6 November 2019. Proxy forms may be revoked by letter sent to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, or electronically by email sent to [email protected].
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Vote by correspondence
Shareholders also have the option of voting by correspondence. The relevant vote by correspondence forms to be used for this purpose may be obtained via the Company's website, www.the-santafegroup.com, and sent by letter to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, or by email to [email protected]. A vote sent by ordinary mail must reach VP Investor Services A/S by Tuesday 5 November 2019, at 10:00 a.m. (CET). A vote sent by correspondence cannot be revoked.
Yours sincerely,
Santa Fe Group A/S
THE BOARD OF DIRECTORS