TCM Group — Proxy Solicitation & Information Statement 2018

Mar 20, 2018

TCM Group

ANNUAL GENERAL MEETING OF TCM GROUP A/S

The annual general meeting of TCM Group A/S will be held on the 12th of April 2018 at 4:00 p.m. The general meeting will be held at TCM Group, Skautrupvej 22b, Tvis, 7500 Holstebro, with the following agenda:

1. Report of the Board of Directors on the company's activities in the past year.
2. Approval of the audited Annual Report.
3. Approval of the fees for the Board of Directors.

Pursuant to the fee policy, the Board of Directors proposes that the fees for 2018 remain unchanged and amount to DKK 500,000 for the Chairman and DKK 250,000 for other Board Members.

1. The Board of Directors' proposed resolution on the appropriation of profit or covering of loss according to the Annual Report.
2. Election of members to the Board of Directors.

The Board of Directors proposes Sanna Mari Suvanto-Harsaae, Anders Tormod Skole-Sørensen, Peter Liebert Jelkeby and Kristian Carlsson Kemppinen to be reelected. Erik Albert Ingemarsson will not stand for re-election. The Board of Directors proposes the following to be elected as new members of Board of Directors: Søren Mygind Eskildsen and Carsten Bjerg. Thus, the Board of Directors will consist of six Board Members after the annual general meeting.

A short introduction of the proposed two new members of the Boards of Directors is attached as appendix 1.

With regard to the competences of the Board of Directors, including business background, please see "Board of Managers" and "Board of Directors" in the Annual Report for 2017.

1. Election of auditor(s).

Pursuant the proposal from the audit committee of the Board of Directors, Deloitte, Statsautoriseret Revisionspartnerselskab, stands for re-election. The accounting committee of the Board of Directors is not affected by any third party and is not bound by any agreement with any third party limiting the election of certain accountants or accounting firms.

1. Proposals from the Board of Directors or shareholders.

The Board of Directors makes the following proposal:

In order to maintain the financial resources for future strategic initiatives and with reference to the IPO prospectus dated 13th of November 2017, item 21.5.1, there will be no distribution of dividend for 2017.

TCM Group A/S, Skautrupvej 16, DK-7500 Holstebro, Company reg. (CVR) no: 37291269, www.tcmgroup.dk

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TCM Group

1. Any other business.

The Board of Directors of TCM Group A/S

TCM Group A/S, Skautrupvej 16, DK-7500 Holstebro, Company reg. (CVR) no: 37291269, www.tcmgroup.dk