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FirstFarms — Proxy Solicitation & Information Statement 2018
Mar 28, 2018
3433_rns_2018-03-28_ee8aece6-7bfc-4694-8449-ce27cf908c3b.pdf
Proxy Solicitation & Information Statement
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FirstFarms
Company announcement no. 4/2018
28 March 2018
Notice to convene the annual general meeting in FirstFarms A/S
The Board of Directors hereby convenes to annual general meeting in FirstFarms A/S, CVR 28 31 25 04. The annual general meeting will be held on Tuesday 24 April 2018 at 2 p.m. in:
SAGRO, Majsmarken 1, DK-7190 Billund
Agenda:
- Report on the company's activities
- Presentation and adoption of the annual report with auditor's report for approval and discharge of the Board of Directors from their obligation, having adopted the accounts
- Decision about utilisation of profit or covering of loss according to the approved annual report
- Election of Board members
- Election of auditor
- Proposals from the Board of Directors
a. Proposal for amendments of articles of association
- Proposal about change of address re. the company's register of shareholders
- Proposal that the Board of Directors is authorised to issue convertible bonds and to carry out the related capital increase
- Proposal that the Board of Directors is authorised to issue warrants and to carry out the related capital increase
b. Authorisation to acquire own shares
c. Authorisation to the chairman of the meeting
- Any other business
Ad 3 The Board of Directors proposes that the accounts profit of tDKK 3,359 is carried forward to next year. Payment of dividend is not proposed.
Ad 4 All board members are up for election. The Board of Directors proposes re-election of Henrik Hougaard, Jens Bolding Jensen, Bent Juul Jensen and Asbjørn Børsting. Leadership tasks can be found in the annual report 2017.
Ad 5 The Board of Directors proposes re-election of PricewaterCoopers as the company's auditor.
Ad 6.a.1 Proposal about a change in the text in item 4.4 re. the company's register of shareholders.
The proposal is substantiated in a wish to avoid changes in the Articles of Association at future changes in address.
Company announcement no. 4/2018 for FirstFarms A/S
FirstFarms A/S
Majsmarken 1 – 7190 Billund – Danmark – Tel.: +45 7586 8787
www.firstfarms.dk – www.firstfarms.com – [email protected]
CVR no.: 28312504 – Registered office: Billund
FirstFarms
The Board of Directors proposes, that the text in item 4.4 re. the company's register of shareholders is changed from “The Company’s register of shareholders is kept by Computershare A/S, Kongevejen 418, DK-2800 Holte, appointed as registrar on behalf of the Company.” to The Company’s register of shareholders is kept by Computershare A/S, CVR-no. 27 08 88 99, appointed as registrar on behalf of the Company.”
Ad 6.a.2 Proposal to authorise the Board of Directors to issue convertible bonds and carry out the related capital increase.
The Board of Directors proposes that the Board of Directors is authorised to issue convertible bonds and to carry out the related capital increase on below mentioned terms, which is put in as new article 5.7 in the company's Articles of Association, after which the present article 5.7 and 5.8 becomes article 5.8 and 5.9, respectively.
The proposal is substantiated in a wish for increasing the company's flexibility to strengthen its capital base.
Proposal to a new item 5.7 in the Articles of Association:
“The Board of Directors is according to the Company’s Act section 155, article 2, authorised to in one or more stages in the period until 24 April 2023 to issue convertible bonds against cash payment, just as the Board of Directors is authorised to carry out the related capital increase. The highest amount by which the capital can be increased by based on the convertible bonds shall be nominal DKK 30,000,000. The conversion price shall correspond to the market price of the company’s shares as determined by the Board of Directors at the time of issue of the convertible bonds. In determining the market price, the Board of Directors may take the liquidity of the share and the movements in the share price over a period, as the Board of Directors considers relevant, into account, and the Board of Directors may also include other considerations. The issuance of convertible bonds can be made to qualified investors or to a limited group of investors decided by the Board of Directors, the issuance of the convertible bonds is thus conducted by deviation of the existing shareholders’ pre-emptive rights. There is a minimum subscription of DKK 750,000 per investor. For the capital increase carried out at any conversion of the convertible bonds, it shall apply that the new shares shall be negotiable instruments and be registered on name and entered in the company’s register of shareholders. The new shares shall moreover have the same rights as the existing shares at the time of conversion. The Board of Directors also determines the procedures for the issuance of the convertible bonds and for the capital increase carried out by a conversion of the convertible bonds.”
Ad 6.a.3 Proposal to authorise the Board of Directors to issue warrants and carry out the related capital increase.
The Board of Directors proposes that the Board of Directors is authorised to until 24 April 2023 in one or more stages to issue warrants, which gives right to subscribe up to 100,000 shares of DKK 10, i.e. up to nominal DKK 1,000,000 shares and to carry out the related capital increase.
The proposal is substantiated in a wish for flexibility to in a reasonable extent to be able to offer incentive payment to the company's executives.
Proposal to a new article 5.2.B in the Articles of Association:
“The company’s Board of Directors is according to the Company’s Act section 169, cf. section 155 authorised to in one or more stages in the period until 24 April 2023 to issue warrants, which entitle to subscribe up to 100,000 shares of DKK 10, i.e. nominal DKK 1,000,000 shares. The Board of Directors is at the same time authorised to carry out the related capital increase. The warrants can be issued in favor of the company’s management and to other employees and to employees in the company’s subsidiaries. Thus the existing shareholders shall not have pre-emptive rights. The Board of Directors determines the procedures for the allocation and issuance of the warrants.”
Furthermore item 5.2.B is proposed added in item 5.4.
Company announcement no. 4/2018 for FirstFarms A/S
FirstFarms A/S
Majsmarken 1 – 7190 Billund – Danmark – Tel.: +45 7586 8787
www.firstfarms.dk – www.firstfarms.com – [email protected]
CVR no.: 28312504 – Registered office: Billund
FirstFarms
Ad 6.b
Authorisation to acquire own shares
The Board of Directors proposes that the Board of Directors is authorised, in the period until the next annual general meeting, to let the company acquire own shares within a total nominal value of 10 % of the company's share capital at a price that must not deviate more than 10 % from the price quoted at the time of such purchase on NASDAQ Copenhagen A/S.
Ad 6.e
Authorisation to the chairman of the meeting
The Board of Directors proposes that the chairman of the meeting with substitution right is given authorisation to report the adopted amendments and undertake the amendments in the adopted, which the Danish Business Authority or other authorities might demand or request carried out as condition for registration or approval.
For adoption of the proposals under item 1 – 5 and 6.b and 6.c, simple majority of votes is required. For adoption of the proposals under item 6.a.1, 6.a.2 and 6.a.3, adoption from at least 2/3 of both the votes given as well as the part of the share capital represented on the general meeting.
Admission, proxy and postal votes
A shareholder's right to attend and vote at the general meeting is determined on the basis of the number of shares held by the relevant shareholder on the registration date, which is one week prior to the date of the general meeting. The registration date is Tuesday 17 April 2018.
Attendance at the general meeting is furthermore subject to the shareholder having requested an admission card for the general meeting in question no later than 3 days before the holding of the general meeting. Admission cards will be issued to any such persons who according to the register of shareholders are registered as shareholders at the registration date. Shareholders who are not registered in the register of shareholders shall in order to obtain an admission card submit a deposit transcript from VP Securities A/S or the custodian institution documenting the shareholder's shareholding on the registration date.
The shareholder's voting rights may be exercised by a proxy who does not need to be shareholder, provided that the proxy proves his right to attend at the general meeting by presenting an admission card and a written, dated instrument of proxy in accordance with the requirements of applicable Danish legislation.
A shareholder or a proxy is entitled to attend together with an adviser, subject to prior notification as mentioned above.
Enrolment and reservation of admission card to the annual general meeting must take place at the latest Friday 20 April 2018 at 11:59 p.m.:
- via the shareholder portal on www.firstfarms.com
- by returning the registration form, filled in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs. Lyngby, by fax +45 45 46 09 98 or mail: [email protected], so it is received by Computershare A/S within the deadline
- on phone number +45 45 46 09 99
Please notice that ordered admission cards will no longer be sent out by ordinary mail.
Admission cards ordered by submitting this form, can be picked up at the entrance of the general meeting upon presentation of a valid ID.
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.
In case the shareholder chooses to attend by a proxy, the proxy form must be submitted at the latest Friday 20 April 2018 at 11:59 p.m. via the shareholder portal on www.firstfarms.com or by returning the proxy form, filled in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs. Lyngby, by fax +45 45 46 09 98 or mail: [email protected], so it is received by Computershare A/S within the deadline.
Company announcement no. 4/2018 for FirstFarms A/S
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FirstFarms A/S
Majsmarken 1 – 7190 Billund – Danmark – Tel.: +45 7586 8787
www.firstfarms.dk – www.firstfarms.com – [email protected]
CVR no.: 28312504 – Registered office: Billund
FirstFarms
The shareholder's voting rights may also be exercised by written postal vote which must reach the Board of Directors prior to the general meeting. A vote received by the Board of Directors is irrevocable and binding upon the shareholder. Postal votes must be submitted at the latest Friday 20 April 2018 at 11:59 p.m. via the shareholder portal on www.firstfarms.com or by returning the postal vote form, filled in and signed, to Computershare A/S, Lottenborgborgvej 26D, DK-2800 Kgs. Lyngby, by fax +45 45 46 09 98 or mail: [email protected], so it is received by Computershare A/S within the deadline.
Documents
The notice to convene with the agenda and the total number of shares and voting rights on the date of the notice, the complete proposals, form to get admission card, submit proxy or postal vote and the annual report with auditor's report is available on the company's website www.firstfarms.com. The documents are also forwarded electronically to each registered shareholder, who has requested it.
Share capital and voting rights
At the time of the notice, the company's nominal share capital amounts to DKK 51,376,240 distributed on 5,137,624 shares of DKK 10. Every share amount of nominal DKK 10 gives 1 vote.
After the annual general meeting, a sandwich will be served.
April 2018
The Board of Directors
Company announcement no. 4/2018 for FirstFarms A/S
FirstFarms A/S
Majsmarken 1 – 7190 Billund – Danmark – Tel.: +45 7586 8787
www.firstfarms.dk – www.firstfarms.com – [email protected]
CVR no.: 28312504 – Registered office: Billund