Notice of annual general meeting
Company announcement no. 02 2020/21
Allerød, 4 June 2020
Notice of annual general meeting
The Board of Directors of Matas A/S hereby convenes the company’s annual general meeting to be held on
Tuesday, 30 June 2020, at 4:00 p.m. CEST
at Gorrissen Federspiel, Axeltorv 2, DK-1609 Copenhagen V
Due to the continued risk of COVID-19 spreading and the current government ban on larger gatherings, Matas encourages shareholders to refrain from attending the annual general meeting in person. Instead, shareholders are encouraged to exercise their shareholder rights by giving proxy to the Board of Directors or by voting by correspondence prior to the annual general meeting. Shareholders will have the opportunity to follow the annual general meeting live via webcast. The annual general meeting will be held in Danish, and there will be no refreshments served.
With a view to reduce the number of attendants at the annual general meeting, Matas will only be represented by the Company’s Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer.
The agenda of the annual general meeting will include the following business:
1. The Board of Directors' report on the company's activities in the past financial year.
2. Presentation and adoption of the audited annual report for the 2019/20 financial year including the auditors' report.
3. Proposal for distribution of profit for the year according to the adopted financial statements.
4. Discharge of the Board of Directors and the Executive Management.
5. Approval of the level of remuneration of the Board of Directors for the 2020/21 financial year.
6. Election of members to the Board of Directors.
7. Appointment of auditor.
8. Consideration of proposals from the Board of Directors and/or shareholders.
Proposals from the Board of Directors:
a) Proposal for authorisation to acquire treasury shares
b) Proposal for amendment of Article 5.2 of the Articles of Association regarding update of the standard agenda for the annual general meeting
c) Proposal for approval of the company’s updated remuneration policy
d) Proposal for authorisation to the chairman of the general meeting
9. Any other business.
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Complete proposals
Re agenda item 1
The Board of Directors proposes that the report by the Board of Directors be noted by the general meeting.
Re agenda item 2
The Board of Directors proposes that the audited annual report for the 2019/20 financial year be adopted by the general meeting.
Re agenda item 3
Based on the current uncertainty pertaining to economic and societal conditions in 2020/21 and on the Board of Director’s decision to strengthen Matas’ liquidity and reduce the gearing ratio, the Board of Directors proposes that no dividend be distributed for the 2019/20 financial year. The result for the 2019/20 financial year is thus allocated to retained earnings as set out in the annual report.
Re agenda item 4
The Board of Directors proposes that the general meeting grant discharge of liability to the Board of Directors and the Executive Management.
Re agenda item 5
The Board of Directors proposes that the general meeting approve unchanged fees to the members of the Board of Directors for the 2020/21 financial year, consisting of a base fee of DKK 300,000, with 2.5 times the base fee to the Chairman of the Board of Directors and with 1.5 times the base fee to the Deputy Chairman for their extended duties. The Chairman of the Audit Committee will receive a total of 1.25 times the base fee for her duties as a member of the Board of Directors and as Chairman of the Audit Committee.
Re agenda item 6
Pursuant to the company's Articles of Association, the board members elected by the general meeting retire each year. Board members are elected for the period until the next annual general meeting.
The Board of Directors proposes re-election of the following members of the Board of Directors as board member Christian Mariager has informed the Board of Directors that he will not stand for re-election:
- Lars Vinge Frederiksen
- Lars Frederiksen
- Signe Trock Hilstrøm
- Mette Maix
- Birgitte Nielsen
The Board of Directors proposes election of Henrik Taudorf Lorensen as a new member of the Board of Directors.
A description of the candidates proposed by the Board of Directors is set out in Annex 1.
Re agenda item 7
The Board of Directors proposes that Ernst & Young Godkendt Revisionspartnerselskab, CVR no. 30 70 02 28, be reappointed as the company’s auditor in accordance with the Audit Committee’s recommendation. The Audit Committee’s recommendation has not been influenced by any third parties nor has it been subject to any contractual obligation restricting the general meeting’s choice to certain auditors or audit firms.
Re agenda item 8.a.
The Board of Directors proposes that the Board of Directors be authorised by the general meeting to let the company acquire treasury shares for up to 10 % of its share capital in the period until the next annual general meeting, provided that the company’s holding of treasury shares may at no time exceed 10% of the share capital. The purchase price must not deviate by more than 10 % from the price quoted on Nasdaq Copenhagen at the time of purchase.
Re agenda item 8.b.
The Board of Directors proposes that the standard agenda for annual general meetings as set out in Article 5.2 of the Articles of Association be updated to include presentation of the company’s remuneration report for advisory vote as agenda item e of the standard agenda. The update of the standard agenda is proposed in order to meet the requirement under section 139(b) of the Danish Companies Act which entails that the company must submit a remuneration report to the general meeting for an advisory vote from the annual general meeting in 2021 and forward.
Consequently, it is proposed that Article 5.2 of the Articles of Association be worded as follows:
“ 5.2 The agenda for the annual general meeting shall include the following:
- The 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;
- Discharge of the Board of Directors and Executive Management;
- Presentation of the company’s remuneration report for an advisory vote;
- Approval of remuneration of the Board of Directors for the present financial year;
- Election of members to the Board of Directors;
- Appointment of auditor;
- Authorisation to acquire treasury shares;
- Any proposals from the Board of Directors or shareholders;
- Any other business.”
Re agenda item 8.c.
The Board of Directors proposes that the general meeting approve the company’s updated Remuneration Policy. The Remuneration Policy has been prepared in accordance with the new requirements under sections 139 and 139(a) of the Danish Companies Act and the Recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance and will replace the current Remuneration Policy, including overall guidelines on incentive pay, as approved by the general meeting on 28 June 2018. The updated Remuneration Policy is attached as Annex 2 and available on the Company’s website.
If the updated Remuneration Policy is approved by the general meeting, Article 12 of the Articles of Association regarding overall guidelines on incentive pay will be deleted in accordance with section 139(6) of the Danish Companies Act. The subsequent articles of the Articles of Association will be renumbered accordingly.
Re agenda item 8.d.
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, share capital, record date and voting rights
The adoption of the proposals by the Board of Directors under item 8.b. of the agenda requires a majority voting in favour of the proposed resolutions of at least two-thirds of both the votes cast and of the voting share capital represented at the general meeting, see Article 7.2 of the Articles of Association. All other resolutions may be passed by a simple majority of votes pursuant to Article 7.1 of the Articles of Association.
The total nominal value of the company's share capital is DKK 95,728,730 divided into shares of DKK 2.50 each, equivalent to 38,291,492 shares. Each share of DKK 2.50 carries one vote.
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 Tuesday, 23 June 2020. The shares held by each shareholder at the record date are calculated based on the registration of the number of shares held by that 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 not yet registered.
COVID-19 and request for admission cards
Due to the continued risk of COVID-19 spreading and the current government ban on larger gatherings, Matas encourages shareholders to refrain from attending the annual general meeting in person. Instead, shareholders are encouraged to exercise their shareholder rights by giving proxy to the Board of Directors or by voting by correspondence prior to the annual general meeting.
Shareholders will have the opportunity to follow the general meeting live via webcast through the company’s shareholder portal at investor.matas.dk. The webcast will be available to all shareholders and does not require prior registration.
Shareholders still wishing to attend the annual general meeting in person must request and obtain an admission card. The company notes that there may be restrictions in force for the venue where the annual general meeting is held, and persons may be denied access based on travel history, quarantines and/or symptoms of illness.
Requests for admission cards may be made on or before Friday, 26 June 2020 at 11:59 p.m. as follows:
- by registering electronically through the company's shareholder portal at investor.matas.dk; or
- by submitting the registration form available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed registration form by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 1st floor, DK-2800 Kgs. Lyngby or by e-mail in a scanned version to [email protected], so it has arrived at Computershare A/S before the deadline.
Proxy
Shareholders not attending the general meeting in person may issue a proxy to the Board of Directors or to any other named third party.
Proxies may be issued on or before Friday, 26 June 2020 at 11:59 p.m. as follows:
- electronically through the company's shareholder portal at investor.matas.dk; or
- by submitting the proxy form available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed proxy form to Computershare A/S, Lottenborgvej 26 D, 1st floor, DK-2800 Kgs. Lyngby or by e-mail in a scanned version to [email protected], so it has arrived at Computershare A/S before the deadline.
Voting by correspondence
Shareholders not attending the general meeting in person may also vote by correspondence.
Shareholders may vote by correspondence on or before Monday, 29 June 2020 at 4:00 p.m. as follows:
- electronically through the company's shareholder portal at investor.matas.dk; or
- by submitting the form for voting by correspondence available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed form to Computershare A/S, Lottenborgvej 26 D, 1st floor, DK-2800 Kgs. Lyngby or by e-mail in a scanned version to [email protected], so it has arrived at Computershare A/S before the deadline.
Questions from shareholders
Shareholders not attending the annual general meeting in person may submit statements or questions in writing prior to the annual general meeting. Questions or statements must be submitted to the company no later than one week prior to the annual general meeting and may be submitted by e-mail to [email protected] or by ordinary mail ordinary mail to the company's address, Matas A/S, Rørmosevej 1, DK-3450 Allerød, marked 'Investor Relations'. The company will address the questions in accordance with applicable requirements and limitations. Shareholders present at the annual general meeting may ask questions to Management and the auditor.
Questions regarding the agenda and other documents for the general meeting may also be submitted in writing to be received by the company not later than one week before the date of the general meeting. Questions may be sent to [email protected] or by ordinary mail to the company's address, Matas A/S, Rørmosevej 1, DK-3450 Allerød, marked 'Investor Relations'.
Additional information
For a period of three weeks prior to the general meeting, including the date of the general meeting, the following information will be available on the company’s website, investor.matas.dk:
- The notice convening the general meeting
- The total number of shares and voting rights at the date of the notice
- The documents to be presented at the general meeting
- The agenda and the complete proposals
- The audited annual report for the 2019/20 financial year
- The forms to be used for voting by proxy or voting by correspondence
Personal data
For further information on how the company collects and processes personal data reference is made to the company’s website, investor.matas.dk, where information on the company’s Privacy Policy – Shareholders and Confidentiality and Data Protection Policy are available.
Allerød, 4 June 2020
On behalf of the Board of Directors of Matas A/S
Lars Vinge Frederiksen
Chairman of the Board of Directors
For further information, please contact:
Elisabeth Toftmann Klintholm
Head of Investor Relations & Corporate Affairs
Tel. +45 48 16 55 48