Nordic Shipholding - AGM Information 2019

Company Announcement 4/2019

NOTICE TO CONVENE the annual general meeting of Nordic Shipholding A/S

The Board of Directors hereby convenes the Annual General Meeting of Nordic Shipholding A/S (CVR no. 76 35 17 16) (the “Company”) to be held on

Thursday, 25 April 2019, at 10:00 a.m. (CET)

Danish Shipping (Danske Rederier, previously Danmarks Rederiforening)

Amaliegade 33, DK-1256 Copenhagen K

Agenda:

Board of Director’s report on the financial year 2018
Presentation of the annual report 2018 for adoption
Grant of discharge to members of the Board of Directors and Executive Management
Resolution on the application of the result of the year
Approval of the remuneration of the Board of Directors for 2019
Election of members to the Board of Directors
Appointment of auditors
Proposals from Board of Directors
1. Extension of the authorisations to increase the Company’s share capital
2. Extension of the authorisations to issue convertible debt instruments
3. Extension of the authorisations to issue warrants
Authorisation to the chairman of the general meeting
Any other business

Complete proposals

Item 1 – Board of Directors’ report on the financial year 2018

The Board of Directors’ report on the financial year 2018 will be presented at the Annual General Meeting.

Item 2 – Presentation of the annual report 2018 for adoption

The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2018, including the remuneration paid to the Board of Directors for 2018.

Item 3 – Grant of discharge to members of the Board of Directors and Executive Management

The Board of Directors proposes that the general meeting grants discharge to members of the Board of Directors and the Executive Management.

Item 4 – Resolution on the application of the result of the year

The Board of Directors proposes that the general meeting approves the Board of Directors’ proposal on application of the result of the year as stated in the annual report for 2018. The result for the financial year 2018 will be allocated to retained earnings.

Item 5 – Approval of the remuneration of the Board of Directors for 2019

The Board of Directors proposes that the general meeting approves the following remuneration of the members of the Board of Directors for the financial year 2019:

Chairman of the Board of Directors: DKK 240,000 (2018: DKK 350,000).

Other members of the Board of Directors: DKK 175,000, as no remuneration will be paid to the board members Jon Lewis, Philip Clausius and Kanak Kapur (unchanged from 2018).

Item 6 – Election of members to the Board of Directors

The Board of Directors proposes re-election of Knud Pontoppidan (Chairman), Jon Lewis (Deputy Chairman), Esben Poulsson, Jens V. Mathiasen, Kanak Kapur and Philip Clausius to the Board of Directors.

A description of the background of and offices held by each candidate is enclosed as appendix 1 and is also available at the Company’s website, www.nordicshipholding.com.

Item 7 – Appointment of auditors

The Board of Directors proposes re-election of the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The Board of Directors confirms that the proposal has not been influenced by third parties nor subject to any contractual obligation restricting the general meeting’s choice of certain auditors or audit firms.

Item 8 – Proposals from the Board of Directors

Item 8.a – Extenstion of the authorisations to increase the Company’s share capital

The Board of Directors’ current authorisations to increase the Company’s share capital in article 4.1 of the articles of association expire on 14 April 2019. In light of this, the Board of Directors proposes that the authorisations be extended until 25 April 2024.

If the proposal is adopted, article 4.1 will be amended as follows:

“4.1 Authorisation to issue new shares

4.1.1 The Company's Board of Directors is authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 40,650,000 with pre-emptive subscription rights for the Company's existing shareholders. The authorisation is effective until 25 April 2024. The capital increases may be paid in by cash contribution, non-cash contribution and/or by conversion of debt. The capital increase may be implemented at a subscription price below, at or above market price.

4.1.2 The Company's Board of Directors is authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 20,325,000 without pre-emptive subscription rights for the Company's existing shareholders. The authorisation is effective until 25 April 2024. The capital increases may be paid in by cash contribution, non-cash contribution and/or by conversion of debt. The capital increase must be implemented at or above market price.

4.1.3 The aggregate nominal value of any shares issued pursuant to article 4.1 shall not exceed DKK 40,650,000. The shares issued in connection with the capital increases shall be negotiable instruments, paid in full and shall not be subject to any restrictions on transferability. The new shares will confer on the holders the right to receive dividends and other rights in the Company as from the date decided by the Board of Directors in their resolution of the capital increase. The shares shall be issued in the name of the holder, and shall be registered in the name of the holder in the Company’s register of shareholders. The Board of Directors is authorised to adopt amendments to the articles of association as a consequence of a share capital increase adopted pursuant to article 4.1.”

Item 8.b – Extension of the authorisations to issue convertible debt instruments

The Board of Directors’ current authorisations to issue convertible debt instruments in article 4.2 of the articles of association expire on 14 April 2019. In light of this, the Board of Directors proposes that the authorisations be extended until 25 April 2024.

If the proposal is adopted, article 4.2 will be amended as follows:

“4.2. Authorisation to issue convertible debt instruments

4.2.1 The Company's Board of Directors is authorised to raise loans on one or more occasions for a total loan amount of DKK 500,000,000 with pre-emptive subscription rights for the Company’s existing shareholders against the issuance of debt instruments convertible into shares. The authorisation is effective until 25 April 2024. The conversion price shall be determined by the Board of Directors as the market price at the time of conversion or as a price below, equal to or above market price at the time of issue of the convertible debt instrument. All other terms and conditions governing the convertible debt instruments are determined by the Board of Directors at the time.

4.2.2 The Company's Board of Directors is authorised to raise loans on one or more occasions for a total loan amount of DKK 250,000,000 without pre-emptive subscription rights for the Company’s existing shareholders against the issuance of debt instruments convertible into shares. The authorisation is effective until 25 April 2024. The conversion price shall be determined by the Board of Directors as the market price at the time of conversion or as a price equal to or above market price at the time of issue of the convertible debt instrument. All other terms and conditions governing the convertible debt instruments are determined by the Board of Directors at the time.

4.2.3 The aggregate principal amount of any convertible loan instruments issued pursuant to the authorisations in article 4.2 shall not exceed DKK 500,000,000.

4.2.4 The Company’s Board of Directors is authorised to adopt the share capital increases related to convertible debt instruments issued pursuant to article 4.2 for a total nominal amount of DKK 500,000,000 without pre-emptive subscription rights for existing shareholders. The authorisation is effective until 25 April 2024. The new shares issued upon conversion shall be negotiable instruments and paid in full. The shares shall be issued in the name of the holder, and shall be registered in the name of the holder in the Company’s register of shareholders. The Board of Directors shall lay down the other terms and conditions for effecting the capital increase, including the date when the new shares will confer on the holders the right to receive dividends and other rights in the Company. A resolution of the Board of Directors to issue convertible debt instruments must be included in the articles of association. The Board of Directors is authorised to implement any such amendments to the Company’s articles of association as may be necessitated by an exercise of the authorisation to issue convertible debt instruments and by a conversion of such convertible debt instruments.”

Item 8.c – Extension of the authorisations to issue warrants

The Board of Directors’ current authorisations to issue warrants in article 4.3 of the articles of association expire on 14 April 2019. In light of this, the Board of Directors proposes that the authorisations be extended until 25 April 2024.

If the proposal is adopted, article 4.3 will be amended as follows:

“4.3. Authorisation to issue warrants

4.3.1 The Company's Board of Directors is authorised to issue on one or more occasions warrants to subscribe for shares having a total nominal value of DKK 40,650,000 with pre-emptive subscription rights for the Company’s existing shareholders. The authorisation is effective until 25 April 2024. The exercise price shall be determined by the Board of Directors as the market price at the time of exercise or as a price below, equal to or above market price at the time of issue of the warrant. All other terms and conditions governing the warrants are determined by the Board of Directors at the time.

4.3.2 The Company's Board of Directors is authorised to issue on one or more occasions warrants to subscribe for shares having a total nominal value of DKK 20,325,000 without pre-emptive subscription rights for the Company’s existing shareholders. The authorisation is effective until 25 April 2024. The exercise price shall be determined by the Board of Directors as the market price at the time of exercise or as a price equal to or above market price at the time of issue of the warrant. All other terms and conditions governing the warrants are determined by the Board of Directors at the time.

4.3.3 The Company’s Board of Directors is authorised to adopt the share capital increases related to the warrants issued pursuant to article 4.3 for a total nominal amount of DKK 40,650,000 without pre-emptive subscription rights for existing shareholders. The authorisation is effective until 25 April 2024. The new shares shall be negotiable instruments and be paid in full. The shares shall be issued in the name of the holder, and shall be registered in the name of the holder in the Company’s register of shareholders. The Board of Directors shall lay down the other terms and conditions for effecting the capital increase, including the date when the new shares will confer on the holders the right to receive dividends and other rights in the Company. A resolution of the Board of Directors to issue warrants must be included in the articles of association. The Board of Directors is authorised to implement any such amendments to the Company’s articles of association as may be necessitated by an exercise of the authorisation to issue warrants and by an exercise of such warrants.”

Item 9 – Authorisation to the chairman of the general meeting

The Board of Directors proposes that the general meeting authorises the chairman of the general 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.

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Adoption requirements

The proposed resolutions set out in agenda items 8.a-8.c. must be adopted by at least 2/3 of the votes cast as well as the share capital represented at the general meeting. All the remaining proposals on the agenda may be adopted by a simple majority of votes.

Share capital and shareholders’ voting rights

The Company’s share capital amounts to nominally DKK 40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10. Each share of nominally DKK 0.10 carries one vote.

The record date is Thursday, 18 April 2019.

Shareholders holding shares in the Company on the record date, have the right to participate in and vote at the Annual General Meeting. The shares held by the shareholder are calculated on the record date on the basis of entries in the share register and notifications of ownership received by the Company for the purpose of entering into the share register. Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.

Admission cards

Shareholders wishing to participate in the Annual General Meeting must request an admission card.

Admission cards may be obtained through VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, admission cards may be obtained by contacting VP Investor Services A/S, by telephone +45 43 58 88 66, by e-mail: [email protected], or by written enquiry to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, by using the form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com.

Requests for admission cards must be submitted so they are received by the VP Investor Services A/S no later than Wednesday, 17 April 2019.

Proxy

Shareholders unable to attend the Annual General Meeting may issue a proxy to the Board of Directors or a third party. Proxies may be granted electronically at VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, a proxy may be granted in writing by using the proxy form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, DK-2300 Copenhagen S, or e-mail [email protected].

Proxies must be must be submitted so they are received by the VP Investor Services A/S no later than Wednesday, 17 April 2019.

Postal voting

Shareholders unable to attend the Annual General Meeting may submit their votes by correspondence (i.e. postal vote). Postal votes may be submitted electronically via VP Investor Services A/S’ website www.vp.dk/agm. Furthermore, a postal vote may be submitted in writing by using the postal vote form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed postal vote form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, DK-2300 Copenhagen S, or e-mail: [email protected].

Postal votes must be submitted so they are received by the VP Investor Services A/S no later than Wednesday, 24 April 2019, at 12:00 noon (CET).

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, www.nordicshipholding.com,

including the notice with agenda, complete proposals and appendix 1, the annual report for 2018 and information on the total number of shares and voting rights on the date of the notice to convene.

Questions from the shareholders prior to the Annual General Meeting

Shareholders may ask questions to the agenda or to documents, etc. to be used at the Annual General Meeting either by submitting such questions by ordinary mail to Nordic Shipholding A/S, Sundkrogsgade 19, 2., DK-2100 Copenhagen Ø, or by e-mail: [email protected]. Any such questions should be submitted so they are received by the Company no later than Wednesday, 24 April 2019.

Personal data

For further information on how the Company collects and processes personal data, reference is made to the Company’s website www.nordicshipholding.com, where information on the Company’s policy on treatment of, and information regarding, the protection of personal data is available.

Refreshments

Coffee, tea and water will be served at the Annual General Meeting.

Directions

Danish Shipping may be reached by car or by bus. Please note that availability of parking spaces in the surrounding streets are limited. The nearest parking garage may be found at Jeudan Parkering (parking is subject to charge). Public transportation to the Annual General Meeting is possible with bus (line 1A).

Copenhagen, 28 March 2019

Board of Directors

Attachment