Proxy Solicitation & Information Statement • Mar 22, 2023
Proxy Solicitation & Information Statement
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TCM Group A/S' Annual General Meeting 13 April 2023 at 5:00 PM At the company offices, Skautrupvej 22b, Tvis, 7500 Holstebro, Denmark
| Name of shareholder: | ||||||
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| Address: | ||||||
| Zip code and city: | ||||||
| Custody account no./VP | ||||||
| reference: | ||||||
| hereby grant authority by proxy or vote by post at the Annual General Meeting of TCM Group A/S convened for 13 April 2023 as set out below: Please tick either A) or B) or C) or D) or vote by proxy / postal vote directly on www.vp.dk/agm |
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| A) | Proxy is given to an identified third person: _____________ | |||||
| B) | Name and address of the proxy holder (CAPITAL LETTERS) Proxy is given to the Board of Directors (or order) to vote in accordance with the recommendations of the Board of Directors as stated in the table below. |
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| C) | Proxy is given to the Board of Directors (or order) to vote in accordance with the voting directions given below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. |
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| D) | post is irrevocable. | Vote by post is given in accordance with the box ticking below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. The vote by | ||||
| meeting) | Items on the agenda (the full agenda is included in the notice of the | FOR | AGAINST | ABSTAIN | The Board's recommendation |
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| 1. | Report of the Board of Directors on the company's activities in the past year | | | | - | |
| 2. | Adoption of the audited annual report | | | | FOR | |
| 3. | Presentation and approval of the remuneration report………………………………… | | | | FOR | |
| 4. | Adoption of the remuneration for the Board of Directors and Board committees | | | | FOR | |
| 5. | Appropriation of profit or loss as recorded in the adopted annual report | | | | FOR | |
| 6. | Amendments of the Articles of Association……………………………….…………… | | | | - | |
| a. | Change in the number of board members to 4-7 members…………… | | | | FOR | |
| 7. | Election of members to the Board of Directors | |||||
| a. | Re-election of Sanna Mari Suvanto-Harsaae | | | | FOR | |
| b. | Re-election of Anders Tormod Skole-Sørensen | | | | FOR | |
| c. | Re-election of Carsten Bjerg | | | | FOR | |
| d. | Re-election of Søren Mygind Eskildsen | | | | FOR | |
| e. | Re-election of Jan Amtoft | | | | FOR | |
| f. | Election of Pernille Wendel Mehl | | | | FOR | |
| g. | Election of Erika Hummel………………………………………………… | | | | FOR | |
| 8. | Election of auditor(s) | |||||
| a. | Re-elect PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab |
| | | FOR | |
| 9. | Any proposals from the Board of Directors or shareholders: | |||||
| a. | Indemnification of members of the Board of Directors and the Executive Board………………………………………………………………………… |
| | | FOR | |
| b. | The Board of Directors proposes that the Board of Directors' | |||||
| authorization to increase the share capital is increased……………… | | | | FOR | ||
| c. | The Board of Directors proposes that the Board of Directors is authorized to acquire treasury shares…………………………………… |
| | | FOR | |
| d. | The Board of Directors proposes that the Board of Directors is | |||||
| authorized to distribute extraordinary dividend………………………… | | | | FOR | ||
appearing on the agenda, the proxy holder shall vote on your behalf in accordance with his or her own convictions. The proxy/vote by post applies to the number of shares in the possession of the undersigned on the registration date, 6 April 2023. The shareholding is calculated on the basis of the entry in the Company's register of shareholders and notifications on ownership that the Company has received, but not yet entered in the register of shareholders.
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Signature
When used as a proxy, Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark must receive it no later than 12 April 2023 11:59 PM and when used as a vote by post no later than 12 April 2023 11:59 PM. The form shall be returned either by email to CPH[email protected], or by ordinary mail.
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