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NNIT — Proxy Solicitation & Information Statement 2016
Feb 10, 2016
3409_rns_2016-02-10_d0a7efe7-9486-4df5-8fe3-20b59224f64a.pdf
Proxy Solicitation & Information Statement
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Notice convening the annual general meeting for NNIT A/S
The Board of Directors gives notice of the annual general meeting for NNIT A/S, company registration (CVR) no. 21 09 31 06 (the "Company"), to be held
Friday, March 11, 2016, 2:00-4:00 pm (CET)
at NNIT A/S, Østmarken 3A, DK-2860 Søborg, with the following
AGENDA
- Board of Directors' report on the Company's activities in the past financial year
- Presentation and adoption of the audited annual report
- Distribution of profit or covering of loss according to the adopted annual report
- Approval of the Board of Directors' remuneration
- Election of members to the Board of Directors, including Chairman and Deputy Chairman
- Appointment of auditor
- Authorization to acquire treasury shares
- Proposals from the Board of Directors
a. Proposal for the general meeting to authorize the Board of Directors to decide to distribute interim dividend
b. Proposal for the general meeting to decide that going forward general meetings shall be held in English and that documents prepared for the use of the general meeting shall be in English and, if decided by the Board of Directors, in Danish
c. Proposal for the general meeting to authorize the Board of Directors to decide to prepare company announcements in English only - Any other business
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COMPLETE PROPOSALS
Item 1
The Board of Directors proposes that the general meeting take note of the Board of Directors' report on the Company's activities in the past financial year.
Item 2
The Board of Directors proposes that the general meeting adopts the audited Annual Report 2015.
Item 3
The Annual Report 2015 shows a net result of DKK 220,323,000.
The Board of Directors proposes to pay dividend of DKK 97,000,000 in cash equal to DKK 4 per share of a nominal value of DKK 10, corresponding to 45.7% of the 2015 net result.
| Dividend | DKK 97,000,000 |
|---|---|
| Retained earnings | DKK 123,323,000 |
| DKK 220,323,000 |
Dividend is expected to be paid out on March 16, 2016, provided that the general meeting approves the proposal.
Item 4
The Board of Directors proposes to maintain the same level of remuneration for the Board of Directors in 2016 as in 2015 (post IPO):
| Chairman (2,5 * base fee) | DKK 750,000 |
|---|---|
| Deputy Chairman (1,5 * base fee) | DKK 450,000 |
| Members (base fee) | DKK 300,000 |
| Chairman of the Audit Committee (additional 0.5 * base fee) | DKK 150,000 |
| Member of the Audit Committee (additional 0.25 * base fee) | DKK 75,000 |
| Travel allowance (per meeting – only foreign members) | EUR 2,000 |
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Item 5
The Board of Directors proposes to re-elect the members of the Board of Directors elected by the general meeting: John Beck, Jesper Brandgaard, Anne Broeng, Eivind Kolding and Rene Stockner.
The Board of Directors further proposes election of Carsten Dilling as new member of the Board of Directors.
A description of the background and other executive functions (CV's) held by the persons up for election is attached as Appendix A and is available on the Company's website, nnit.com.
The Board of Directors proposes that Jesper Brandgaard is re-elected as Chairman of the Board of Directors and that Carsten Dilling is elected as new Deputy Chairman of the Board of Directors.
Item 6
The Board of Directors proposes to re-appoint PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, company registration (CVR) no. 33 77 12 31, as the Company's auditor.
Item 7
The Board of Directors proposes, that the general meeting authorizes the Board of Directors to in the period until the annual general meeting in 2017 approve the acquisition of treasury shares, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company, subject to the Company's holding of treasury shares after such acquisition not exceeding 10% of the share capital, at a price with a deviation of up to 10% of the share price quoted on Nasdaq Copenhagen at the time of the acquisition.
Item 8
8.a The Board of Directors proposes that the general meeting authorizes the Board of Directors to decide to distribute interim dividend.
8.b The Board of Directors proposes that the general meeting decides that going forward general meetings shall be held in English without offering simultaneous interpretation and that documents prepared for the use of the general meeting shall be in English and, if decided by the Board of Directors, in Danish, since the Company's corporate language is English. Article 4.8 of the Articles of Associations will be amended accordingly, provided that the general meeting approves the proposal.
8.c The Board of Directors proposes that the general meeting authorizes the Board of Directors to decide to prepare company announcements in English only, since the Company's corporate language is English. The authorization will be incorporated in the Articles of Association as a new Article 12.2, provided that the general meeting approves the proposal.
The amended articles of association are attached as Appendix B and are available on the Company's website, nnit.com.
Resolution requirements
All proposals may be adopted by a simple majority of votes.
Share capital and voting rights
The Company's share capital amounts to nominally DKK 250,000,000, divided into 25,000,000 shares of DKK 10 each. Each share of the nominal value of DKK 10 carries ten (10) votes.
The right of the shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date or who have announced and documented their acquisition of shares for the purpose of registration in the share register by the record date. The record date is Friday, March 4, 2016. Participation is conditional upon the shareholder obtaining an admission card.
Admission card
Shareholders wanting to attend the general meeting in person or by proxy shall request to receive an admission card.
Admission cards can be requested:
- digitally via the investor portal on the Company's website, nnit.com, or from VP Investor Services A/S' website, uk.vp.dk/agm
- by completing, signing and returning the registration form to VP Investor Services A/S, by post to Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by email to [email protected] or by fax to +45 43 58 88 67. The registration form may be downloaded from the Company's website, nnit.com
- by contacting VP Investor Services A/S, by telephone +45 43 58 88 91, by e-mail: [email protected], by fax +45 43 58 88 67, or by personal or
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written enquiry to VP Investor Services A/S, Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S
The request must be received by VP Investor Services A/S no later than Monday, March 7, 2016.
A shareholder or a proxy may attend the annual general meeting together with an adviser, provided that an admission card for the adviser has been requested in time.
Proxy
Shareholders unable to attend the annual general meeting may choose to grant proxy to the Board of Directors or to a named third party.
Proxies can be granted:
- digitally via the investor portal on the Company's website, nnit.com, or from VP Investor Services A/S' website, uk.vp.dk/agm
- by completing, signing and returning the proxy form to VP Investor Services A/S, by post to Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by email to [email protected] or by fax to +45 43 58 88 67. The proxy form may be downloaded from the Company's website, nnit.com
Proxy forms must be received by VP Investor Services A/S no later than Monday, March 7, 2016.
Votes by correspondence
Shareholders unable to attend the annual general meeting may vote by correspondence. Votes by correspondence cannot be withdrawn.
Votes by correspondence can be sent:
- digitally via the investor portal on the Company's website, nnit.com, or from VP Investor Services A/S' website, uk.vp.dk/agm
- by completing, signing and returning the correspondence voting form to VP Investor Services A/S, by post to Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by email to [email protected] or by fax to +45
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43 58 88 67. The correspondence voting form may be downloaded from the Company's website, nnit.com
Correspondence voting forms must be received by VP Investor Services A/S no later than Thursday, March 10, 2016 at 4:00 pm (CET).
Either a proxy or a written vote may be submitted, but not both.
Additional information
Until and including the day of the annual general meeting, additional information regarding the annual general meeting will be available on the Company's website, nnit.com:
- Notice to convene the annual general meeting with agenda and complete proposals including appendices, including CVs of candidates for the Board of Directors
- Documents to be presented at the annual general meeting, including the Annual Report 2015
- Information about the total number of shares and voting rights on the date of notice to convene
- Proxy and correspondence voting forms
Entry to the annual general meeting is possible from 1:20 pm CET. Registration of admission cards commences at 1:20 pm CET. Light refreshments will be served.
Questions from shareholders
Prior to the annual general meeting, shareholders may ask questions about the agenda or documents to be presented at the general meeting. This can be done by written enquiry to NNIT via email to [email protected] or via post to NNIT A/S, Att.: Board of Directors, Østmarken 3A, DK-2860 Søborg, marked "Questions from shareholders".
Language
The annual general meeting will be held in Danish.
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Transport
The annual general meeting is accessible by car or by public transport (train and bus). Free parking is available at Sydmarken 46, DK-2860 Søborg, from where there is direct access to the venue of the annual general meeting.
Søborg, February 2016
Board of Directors
Appendix A
Candidates for (re-)election to the Board of Directors of NNIT A/S at the 2016 annual general meeting
| Jesper Brandgaard
Chairman
Born in 1963. Danish citizen.
MSc in Economics and Auditing as well as an MBA from Copenhagen Business School.
Chairman of the Board of Directors since 2002. Member of the Board of Directors since 1999, except between April 19, 2001 and April 24, 2002.
Other directorships
Chairman of the Board of Directors of SimCorp A/S.
Executive Vice President and CFO of Novo Nordisk A/S.
Not regarded independent due to Novo Nordisk A/S' ownership of NNIT A/S and his membership of NNIT's Board of Directors for more than 12 years. | Carsten Dilling
Born in 1962. Danish citizen.
Bachelor of Science degree and Bachelor of Commerce degree – Int. Mkt. Copenhagen Business School.
Proposed for election as Deputy Chairman of the Board of Directors of NNIT A/S at the annual general meeting in March 2016
Carsten Dilling is proposed for election due to his profound experience as a CEO for international companies within the IT, technology and telecommunication sectors.
Other directorships
Member of the Board of Directors of SAS AB and Maj Invest Investment Committee.
Previously President and CEO of TDC Group, Dep. CEO of Ementor ASA, CEO of Columbus IT and several director positions in IBM.
Regarded as independent. |
| --- | --- |
| René Stockner
Board member
Born in 1957. Danish citizen.
MSc in Engineering and PhD in Systems Science and Database Applications from the Technical University of Denmark.
Member of the Board of Directors since 2009.
Other directorships
CEO of Giritech A/S and Excitor A/S.
Regarded as independent. | John Beck
Board member
Member of the Audit Committee
Born in 1962. UK citizen.
BA in Economics from the University of Leeds and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Member of the Board of Directors since 2015.
Other directorships
Consultant and Business Advisor.
Previously managing position at IBM's global Life Sciences unit.
Regarded as independent. |
| Anne Broeng
Board member
Chairman of Audit Committee
Born in 1961. Danish citizen.
MSc in Economics from the University of Aarhus.
Member of the Board of Directors since 2014.
Other directorships
Member of the Board of Directors of NASDAQ OMX Nordic Ltd., VKR Holding A/S, Købmand Herman Sallings Fond, Købmand Ferdinand Sallings Mindefond, F. Salling Holding A/S, F. Salling Invest A/S, ATP, Lønmodtagernes Garantifond, PensionDanmark and Bikubenfonden. Deputy Chairman of the Board of Directors of Bruhn Holding ApS.
Previously Group Executive Vice President and CFO of PFA Pension.
Regarded as independent. | Eivind Kolding
Board member
Born in 1959. Danish citizen.
Master of Laws from the University of Copenhagen and AMP from Wharton Business School.
Member of the Board of Directors since 2015.
Other directorships
Member of the Board of Directors of Novo Nordisk A/S and Sonion Group. Member of Axcel Futures Bech-Bruun Advisory Board, Gl. Strand Kunstforening and Denmark-America Foundation.
CEO of Novo A/S.
Not regarded independent due to Novo A/S' direct and indirect ownership of NNIT A/S. |
Appendix B (clean)
Articles of Association
NNIT A/S
CVR no. 21 09 31 06
2016-03-11
NNIT
Conscience driven. Value adding
NNIT A/S
Articles of Association
Table of contents
1 NAME AND OBJECTIVES ... 3
2 SHARE CAPITAL AND SHARES ... 3
3 INCREASE OF SHARE CAPITAL ... 3
4 GENERAL MEETING, VENUE AND NOTICE ... 4
5 AGENDA FOR THE ANNUAL GENERAL MEETING ... 5
6 ATTENDANCE AND VOTING RIGHTS AT THE GENERAL MEETING ... 5
7 RESOLUTIONS AT GENERAL MEETINGS ... 6
8 BOARD OF DIRECTORS ... 6
9 EXECUTIVE MANAGEMENT ... 7
10 RULE OF SIGNATURE ... 7
11 REMUNERATION PRINCIPLES ... 7
12 LANGUAGE ... 7
13 ELECTRONIC COMMUNICATION ... 7
14 AUDIT AND ANNUAL REPORT ... 8
15 FINANCIAL YEAR ... 8
2016-03-11
CVR no. 21 09 31 06
NNIT A/S
Articles of Association
1 Name and objectives
1.1 The name of the Company is NNIT A/S.
1.2 The objectives of the Company are to develop and market products and services within information technology, project management and consultancy tasks as well as any other related activities at the discretion of the Board of Directors. Furthermore, the Company may, within its line of business, participate in partnerships or co-operate with other businesses.
1.3 The Company strives to conduct its activities in a financially, environmentally, and socially responsible way.
2 Share capital and shares
2.1 The Company's nominal share capital is DKK 250,000,000, divided into shares of DKK 1 each or multiples thereof.
2.2 The share capital has been fully paid up.
2.3 The shares shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company's register of shareholders.
2.4 The shares are negotiable instruments. No restrictions shall apply to the transferability of the shares.
2.5 No shares shall carry special rights.
2.6 No shareholder shall be under an obligation to have his/her shares redeemed in whole or in part by the Company or by any third party.
2.7 The shares are registered with and issued in dematerialised form through VP SECURITIES A/S, company registration (CVR) no. 21 59 93 36. Dividend is paid out through VP SECURITIES A/S. Rights concerning the shares shall be notified to VP SECURITIES A/S in accordance with applicable rules.
3 Increase of share capital
3.1 In the period until 30 April 2018, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 25,000,000. The capital increase shall take place at market price and may be effected by cash payment, conversion of debt or by contribution of other assets than cash.
3.2 In the period until 30 April 2018, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 7,500,000 in connection with the issue of new shares for the benefit of the Company's employees and/or employees of its subsidiaries. The new shares shall
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Articles of Association
be issued at a subscription price to be determined by the Board of Directors, which may be below the market price and may be effected by cash payment.
3.3 The authorisations granted to the Board of Directors pursuant to Articles 3.1 and 3.2 can in the aggregate only be exercised to increase the share capital by a maximum nominal amount of DKK 25,000,000.
3.4 New shares issued pursuant to Articles 3.1 and 3.2, shall be issued in the name of the holder, shall be negotiable instruments, and in every respect shall carry the same rights as the Company's existing shares.
4 General meeting, venue and notice
4.1 The general meeting shall, subject to Danish law and the limitations set out in these Articles of Association, exercise the ultimate authority over the Company.
4.2 General meetings shall be held in the Capital Region of Denmark.
4.3 The annual general meeting shall be held before the end of April every year.
4.4 Extraordinary general meetings shall be held when resolved by the general meeting or the Board of Directors, or when requested by the auditor, or shareholders representing no less than five per cent of the share capital. Such request shall be submitted in writing to the Board of Directors and be accompanied by a specific proposal for the business to be transacted. The Board of Directors convenes an extraordinary general meeting no later than two weeks after such request has been made.
4.5 A general meeting shall be convened by the Board of Directors with at least three weeks' and not more than five weeks' notice on the Company's website and by written notice to all shareholders recorded in the Company's register of shareholders who have so requested.
4.6 For a period of at least three weeks prior to the general meeting, including the date of the general meeting, a copy of the notice convening the general meeting with the agenda, complete proposals, the documents to be presented at the general meeting, information on the total number of shares and voting rights on the date of the notice to convene as well as forms to be used for voting by proxy or by correspondence will be available on the Company's website.
4.7 The general meeting shall be presided over by a chairman elected by the Board of Directors. The chairman shall decide all questions regarding the discussions, the casting of votes and the result of voting.
4.8 General meetings shall be held in English, but the Board of Directors may decide to offer simultaneous interpretation into Danish. Documents prepared for the use of the general meeting shall be in English and, if decided by the Board of Directors, in Danish.
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Articles of Association
5 Agenda for the annual general meeting
5.1 Any shareholder shall be entitled to have a specific matter considered at the annual general meeting. Such proposals must be submitted in writing to the Board of Directors not later than six weeks prior to the general meeting.
5.2 The agenda for the annual general meeting shall include the following:
- Board of Directors' report on the Company's activities in the past financial year
- Presentation and adoption of the audited annual report
- Distribution of profit or covering of loss according to the adopted annual report
- Approval of the Board of Directors' remuneration
- Election of members to the Board of Directors, including Chairman and Deputy Chairman
- Appointment of auditor
- Authorisation to acquire treasury shares
- Any proposals from the Board of Directors or shareholders
- Any other business
6 Attendance and voting rights at the general meeting
6.1 The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date. The record date is one week prior to the general meeting. A shareholder's holding of shares and voting rights is calculated at the record date based on the registration of the number of shares held by that shareholder in the Company's register of shareholders as well as possible notifications of ownership received by the Company for the purpose of registration in the Company's register of shareholders.
6.2 A shareholder who is entitled to attend the general meeting pursuant to Article 6.1 and who wants to attend the general meeting shall request to receive an admission card not later than three days prior to the date of the general meeting.
6.3 A shareholder may attend in person or by proxy, and both a shareholder and a proxy may attend together with an adviser.
6.4 The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable laws.
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Articles of Association
6.5 A shareholder who is entitled to participate in the general meeting pursuant to Article 6.1 may vote by correspondence in accordance with the provisions of the Danish Companies Act. Votes by correspondence shall be received by the Company not later than the weekday before the general meeting. Votes by correspondence cannot be withdrawn.
6.6 Each share of the nominal value of DKK 1 shall carry one vote.
7 Resolutions at general meetings
7.1 Resolutions by the general meeting shall be passed by a simple majority of votes unless otherwise prescribed by law or by these Articles of Association.
7.2 Resolution to amend the Articles of Association requires that the decision is adopted with at least 2/3 of the votes cast as well as the share capital represented at the general meeting, unless applicable law prescribes stricter or less strict adoption requirements or applicable law confers specific authority to the Board of Directors or other bodies.
7.3 Resolutions to amend the Articles of Association required by law to be made by the general meeting with at least 2/3 of the votes cast as well as the share capital represented at the general meeting, may only be adopted by the general meeting if at least 1/3 of the total share capital is represented (quorum). If there is no quorum, the Board of Directors shall convene a new general meeting within 14 days on which the proposal may be adopted in accordance with Article 7.2 regardless of whether the requirement on quorum is satisfied or not. Proxies on the first general meeting are also considered valid on the second general meeting unless they have been explicitly revoked.
8 Board of Directors
8.1 The Board of Directors shall consist of not less than four and not more than eight members elected by the general meeting, including a Chairman and a Deputy Chairman if so elected by the general meeting. In the event of permanent absence of the Chairman and/or the Deputy Chairman, the Board of Directors shall be entitled to elect a new Chairman and/or Deputy Chairman who shall remain in office until the next annual general meeting.
8.2 Board members elected by the general meeting are elected for a term of one year. Re-election can take place. Only persons younger than 70 years at the time of election may be elected to the Board of Directors.
8.3 The Board of Directors forms a quorum when more than half of its members are represented.
8.4 Resolutions of the Board of Directors are passed by simple majority. In the event of equal votes, the Chairman – or in his/her absence the Deputy Chairman – shall have a casting vote.
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Articles of Association
9 Executive Management
9.1 The Board of Directors shall appoint an Executive Management consisting of two to six members to be in charge of the day-to-day management of the Company.
10 Rule of signature
10.1 The Company shall be bound by the joint signatures of two members of the Executive Management or by the joint signature of the Chairman and one member of the Executive Management or by the joint signature of the Deputy Chairman and one member of the Executive Management or by the joint signature of the Chairman and one other member of the Board of Directors or by the joint signature of all members of the Board of Directors.
11 Remuneration Principles
11.1 The Company has adopted remuneration principles for the Board of Directors and the Executive Management, which includes overall principles on incentive pay pursuant to section 139 of the Danish Companies Act. The remuneration principles, which have been approved by the general meeting, are available on the Company's website, www.nnit.com.
12 Language
12.1 The Company's corporate language is English.
12.2 The Board of Directors is authorised to decide to prepare company announcements in English only.
13 Electronic communication
13.1 All communication from the Company to the individual shareholders, including notices to convene general meetings, may take place electronically by posting on the company's website or by e-mail. General notices will be published on the Company's website and in such other manner as may be prescribed by applicable law. The Company may at all times choose to send notices, etc., by ordinary post instead.
13.2 Communication from shareholders to the Company may take place by e-mail or by ordinary post.
13.3 Each shareholder is responsible for ensuring that the Company has the correct e-mail address at all times. The Company is not obliged to verify such contact information or to send notices in any other way.
13.4 Information about system requirements and electronic communication procedures can be found on the Company's website, www.nnit.com.
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Articles of Association
14 Audit and annual report
14.1 The Company's annual accounts shall be audited by a state-authorised public accountant elected by the general meeting for a one-year term. Re-election may take place.
14.2 Annual reports shall be prepared in English and, if decided by the Board of Directors, in Danish.
15 Financial year
15.1 The Company's financial year shall be the calendar year.
---000---
As adopted at the Company's ordinary general meeting held on 11 March 2016.
2016-03-11
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CVR no. 21 09 31 06
Appendix B (mark-up)
Articles of Association
NNIT A/S
CVR no. 21 09 31 06
2016-03-11
NNT
Conscience driven. Value adding
NNIT A/S
Articles of Association
Table of contents
1 NAME AND OBJECTIVES ... 3
2 SHARE CAPITAL AND SHARES ... 3
3 INCREASE OF SHARE CAPITAL ... 3
4 GENERAL MEETING, VENUE AND NOTICE ... 4
5 AGENDA FOR THE ANNUAL GENERAL MEETING ... 5
6 ATTENDANCE AND VOTING RIGHTS AT THE GENERAL MEETING ... 5
7 RESOLUTIONS AT GENERAL MEETINGS ... 6
8 BOARD OF DIRECTORS ... 6
9 EXECUTIVE MANAGEMENT ... 7
10 RULE OF SIGNATURE ... 7
11 REMUNERATION PRINCIPLES ... 7
12 LANGUAGE ... 7
13 ELECTRONIC COMMUNICATION ... 7
14 AUDIT AND ANNUAL REPORT ... 8
15 FINANCIAL YEAR ... 8
2016-03-11
Page 2 of 8
CVR no. 21 09 31 06
NNIT A/S
Articles of Association
1 Name and objectives
1.1 The name of the Company is NNIT A/S.
1.2 The objectives of the Company are to develop and market products and services within information technology, project management and consultancy tasks as well as any other related activities at the discretion of the Board of Directors. Furthermore, the Company may, within its line of business, participate in partnerships or co-operate with other businesses.
1.3 The Company strives to conduct its activities in a financially, environmentally, and socially responsible way.
2 Share capital and shares
2.1 The Company's nominal share capital is DKK 250,000,000, divided into shares of DKK 1 each or multiples thereof.
2.2 The share capital has been fully paid up.
2.3 The shares shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company's register of shareholders.
2.4 The shares are negotiable instruments. No restrictions shall apply to the transferability of the shares.
2.5 No shares shall carry special rights.
2.6 No shareholder shall be under an obligation to have his/her shares redeemed in whole or in part by the Company or by any third party.
2.7 The shares are registered with and issued in dematerialised form through VP SECURITIES A/S, company registration (CVR) no. 21 59 93 36. Dividend is paid out through VP SECURITIES A/S. Rights concerning the shares shall be notified to VP SECURITIES A/S in accordance with applicable rules.
3 Increase of share capital
3.1 In the period until 30 April 2018, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 25,000,000. The capital increase shall take place at market price and may be effected by cash payment, conversion of debt or by contribution of other assets than cash.
3.2 In the period until 30 April 2018, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 7,500,000 in connection with the issue of new shares for the benefit of the Company's employees and/or employees of its subsidiaries. The new shares shall
2016-03-11
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NNIT A/S
Articles of Association
be issued at a subscription price to be determined by the Board of Directors, which may be below the market price and may be effected by cash payment.
3.3 The authorisations granted to the Board of Directors pursuant to Articles 3.1 and 3.2 can in the aggregate only be exercised to increase the share capital by a maximum nominal amount of DKK 25,000,000.
3.4 New shares issued pursuant to Articles 3.1 and 3.2, shall be issued in the name of the holder, shall be negotiable instruments, and in every respect shall carry the same rights as the Company's existing shares.
4 General meeting, venue and notice
4.1 The general meeting shall, subject to Danish law and the limitations set out in these Articles of Association, exercise the ultimate authority over the Company.
4.2 General meetings shall be held in the Capital Region of Denmark.
4.3 The annual general meeting shall be held before the end of April every year.
4.4 Extraordinary general meetings shall be held when resolved by the general meeting or the Board of Directors, or when requested by the auditor, or shareholders representing no less than five per cent of the share capital. Such request shall be submitted in writing to the Board of Directors and be accompanied by a specific proposal for the business to be transacted. The Board of Directors convenes an extraordinary general meeting no later than two weeks after such request has been made.
4.5 A general meeting shall be convened by the Board of Directors with at least three weeks' and not more than five weeks' notice on the Company's website and by written notice to all shareholders recorded in the Company's register of shareholders who have so requested.
4.6 For a period of at least three weeks prior to the general meeting, including the date of the general meeting, a copy of the notice convening the general meeting with the agenda, complete proposals, the documents to be presented at the general meeting, information on the total number of shares and voting rights on the date of the notice to convene as well as forms to be used for voting by proxy or by correspondence will be available on the Company's website.
4.7 The general meeting shall be presided over by a chairman elected by the Board of Directors. The chairman shall decide all questions regarding the discussions, the casting of votes and the result of voting.
4.8 General meetings shall be held in English, but the Board of Directors may decide to offer simultaneous interpretation into Danish. Documents prepared for the use of the general meeting shall be in English and, if decided by the Board of Directors, in Danish.
Deleted: English
Deleted: Danish
Deleted: English
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Articles of Association
5 Agenda for the annual general meeting
5.1 Any shareholder shall be entitled to have a specific matter considered at the annual general meeting. Such proposals must be submitted in writing to the Board of Directors not later than six weeks prior to the general meeting.
5.2 The agenda for the annual general meeting shall include the following:
- Board of Directors' report on the Company's activities in the past financial year
- Presentation and adoption of the audited annual report
- Distribution of profit or covering of loss according to the adopted annual report
- Approval of the Board of Directors' remuneration
- Election of members to the Board of Directors, including Chairman and Deputy Chairman
- Appointment of auditor
- Authorisation to acquire treasury shares
- Any proposals from the Board of Directors or shareholders
- Any other business
6 Attendance and voting rights at the general meeting
6.1 The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date. The record date is one week prior to the general meeting. A shareholder's holding of shares and voting rights is calculated at the record date based on the registration of the number of shares held by that shareholder in the Company's register of shareholders as well as possible notifications of ownership received by the Company for the purpose of registration in the Company's register of shareholders.
6.2 A shareholder who is entitled to attend the general meeting pursuant to Article 6.1 and who wants to attend the general meeting shall request to receive an admission card not later than three days prior to the date of the general meeting.
6.3 A shareholder may attend in person or by proxy, and both a shareholder and a proxy may attend together with an adviser.
6.4 The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable laws.
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6.5 A shareholder who is entitled to participate in the general meeting pursuant to Article 6.1 may vote by correspondence in accordance with the provisions of the Danish Companies Act. Votes by correspondence shall be received by the Company not later than the weekday before the general meeting. Votes by correspondence cannot be withdrawn.
6.6 Each share of the nominal value of DKK 1 shall carry one vote.
7 Resolutions at general meetings
7.1 Resolutions by the general meeting shall be passed by a simple majority of votes unless otherwise prescribed by law or by these Articles of Association.
7.2 Resolution to amend the Articles of Association requires that the decision is adopted with at least 2/3 of the votes cast as well as the share capital represented at the general meeting, unless applicable law prescribes stricter or less strict adoption requirements or applicable law confers specific authority to the Board of Directors or other bodies.
7.3 Resolutions to amend the Articles of Association required by law to be made by the general meeting with at least 2/3 of the votes cast as well as the share capital represented at the general meeting, may only be adopted by the general meeting if at least 1/3 of the total share capital is represented (quorum). If there is no quorum, the Board of Directors shall convene a new general meeting within 14 days on which the proposal may be adopted in accordance with Article 7.2 regardless of whether the requirement on quorum is satisfied or not. Proxies on the first general meeting are also considered valid on the second general meeting unless they have been explicitly revoked.
8 Board of Directors
8.1 The Board of Directors shall consist of not less than four and not more than eight members elected by the general meeting, including a Chairman and a Deputy Chairman if so elected by the general meeting. In the event of permanent absence of the Chairman and/or the Deputy Chairman, the Board of Directors shall be entitled to elect a new Chairman and/or Deputy Chairman who shall remain in office until the next annual general meeting.
8.2 Board members elected by the general meeting are elected for a term of one year. Re-election can take place. Only persons younger than 70 years at the time of election may be elected to the Board of Directors.
8.3 The Board of Directors forms a quorum when more than half of its members are represented.
8.4 Resolutions of the Board of Directors are passed by simple majority. In the event of equal votes, the Chairman – or in his/her absence the Deputy Chairman – shall have a casting vote.
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9 Executive Management
9.1 The Board of Directors shall appoint an Executive Management consisting of two to six members to be in charge of the day-to-day management of the Company.
10 Rule of signature
10.1 The Company shall be bound by the joint signatures of two members of the Executive Management or by the joint signature of the Chairman and one member of the Executive Management or by the joint signature of the Deputy Chairman and one member of the Executive Management or by the joint signature of the Chairman and one other member of the Board of Directors or by the joint signature of all members of the Board of Directors.
11 Remuneration Principles
11.1 The Company has adopted remuneration principles for the Board of Directors and the Executive Management, which includes overall principles on incentive pay pursuant to section 139 of the Danish Companies Act. The remuneration principles, which have been approved by the general meeting, are available on the Company's website, www.nnit.com.
12 Language
12.1 The Company's corporate language is English.
12.2 The Board of Directors is authorised to decide to disclose information in English alone.
13 Electronic communication
13.1 All communication from the Company to the individual shareholders, including notices to convene general meetings, may take place electronically by posting on the company's website or by e-mail. General notices will be published on the Company's website and in such other manner as may be prescribed by applicable law. The Company may at all times choose to send notices, etc., by ordinary post instead.
13.2 Communication from shareholders to the Company may take place by e-mail or by ordinary post.
13.3 Each shareholder is responsible for ensuring that the Company has the correct e-mail address at all times. The Company is not obliged to verify such contact information or to send notices in any other way.
13.4 Information about system requirements and electronic communication procedures can be found on the Company's website, www.nnit.com.
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14 Audit and annual report
14.1 The Company's annual accounts shall be audited by a state-authorised public accountant elected by the general meeting for a one-year term. Re-election may take place.
14.2 Annual reports shall be prepared in English and, if decided by the Board of Directors, in Danish.
15 Financial year
15.1 The Company's financial year shall be the calendar year.
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As adopted at the Company's general meeting held on 11 March 2016.
Deleted: extraordinary
Deleted: 17 February 2015
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