TCM Group — Proxy Solicitation & Information Statement 2019

Mar 19, 2019

TCM Group

ANNUAL GENERAL MEETING OF TCM GROUP A/S

The annual general meeting of TCM Group A/S will be held on the April 11 2019 at 5:00 PM. The annual 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 2019 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.

The Board of Directors proposes a dividend of DKK 4.75 per share. The dividend corresponds to 46% of net profit for the period. The proposed dividend is in accordance with the company's dividend policy.

1. Election of members to the Board of Directors.

The Board of Directors proposes Sanna Mari Suvanto-Harsaae, Anders Tormod Skole-Sørensen, Carsten Bjerg and Søren Mygind Eskildsen to be reelected.

The Board of Directors proposes the following to be elected as new member of Board of Directors: Danny Feltmann Espersen. Thus, the Board of Directors will consist of five Board Members after the annual general meeting.

A short introduction of the proposed new member 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.

1. Election of auditor(s).

Pursuant to 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.

None.

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1. Any other business.

The Board of Directors informs the general assembly, that the Board of Directors plans a group intern merge between TCM Group A/S and TCM Group Invest ApS, where TCM Group Invest ApS is being liquidated after all rights and obligations have been transferred to TCM Group A/S. As TCM Group A/S holds 100% of the shares in TCM Group Invest ApS the merge is a vertical merge, that pursuant to The Danish Companies Act, can be approved by the Board of Directors in the respective companies 4 weeks after the two Board of Directors have publicized a merge plan.

Agenda

The entire agenda will be available on the company's website – www.tcmgroup.dk – as from March 19 2019. Annual Report 2018 including management statement, profit and loss statement, balance statement and auditors report is likewise available on the company website.

No later than 3 weeks before the annual general meeting the following information will be available on the company's website:

1. Notice to the annual general meeting including proposals from the Board of Directors or shareholders.
2. The total number of shares and voting rights at the date of the notice
3. Documents to be presented on the annual general meeting
4. The forms to be used for voting by proxy or voting by correspondence

Record date

The right of a shareholder to attend and vote at the annual general meeting is determined by the shares held by the shareholder at the record date. The record date is Thursday, April 4, 2019.

The shares held by each shareholder at the record date are calculated based on the registration of the number of shares held by the shareholder in the company's register of shareholders as well as any notification of ownership received by the company for the purpose of registration in the company's register of shareholders, but which has not yet been registered.

How to obtain an admission card

Shareholders, who are entitled to attend the annual general meeting and wish to attend the annual general meeting, must request an admission card no later than on Friday, April 5, 2019 23.59 PM. Admission card can be requested by completing and forwarding the registration form by letter to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S or by emailing a scanned version to vpinvestor@vp.dk.

If a shareholder may wish so, the company will send out admission card electronically via e-mail. Such service requires registration of the shareholders email address in the company's register of shareholders cf. company's website, www.tcmgroup.dk.

After requesting admission the shareholder will receive an admission card and voting form in PDF. Admission cards must be printed. Upon request the admission card must be presented before entering the annual general meeting.

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How to submit a proxy

Proxy forms must be received by VP Investor Services A/S no later than on Friday, 5 April, 2019. The proxy form is available on the Company's website, www.tcmgroup.dk

Proxies may be submitted as follows:

By completing and forwarding the registration form by letter to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S or by emailing a scanned version to vpinvestor@vp.dk.

How to vote by correspondence

Votes by correspondence must be received by VP Investor Services A/S no later than on Wednesday 10 April, 2019, at 4:00 PM. The voting form (which is the same form used for granting a proxy) is available on the Company's website, Voting by correspondence may be submitted as follows:

By completing and forwarding the registration form by letter to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S or by emailing a scanned version to vpinvestor@vp.dk.

Questions from the shareholders

At the annual general meeting the Board of Directors and the management will answer questions raised by the shareholders.

Share capital and shareholders' participation and voting rights

The Company's nominal share capital is DKK 1,000,000, divided into shares of DKK 0,1 each or multiples thereof. Each share of the nominal value of DKK 0,1 carries one vote.

The Board of Directors of TCM Group A/S