Notice to convene an
extraordinary general meeting in
Lauritz.com Group A/S
Company registration no. 37627542
(the "Company")
Friday 23 March 2018, 10:00 am CET at the Company's address at Dynamovej 11, 2860 Søborg
AGENDA:
The Board of Directors proposes election of Henrik Møgelmose, attorney-at-law, Kromann Reumert.
The Board of Directors proposes to replace the Board of Directors' existing authorization in Article 5.1 of the Articles of Association to issue new shares, with a new authorization to increase the Company's share capital with up to 50,000,000 shares of nominally DKK 0.10 each (i.e. a nominal increase of the share capital of DKK 5,000,000), without preemption right for the existing shareholders, for a period of five (5) years from this general meeting.
Following adoption of this proposal, the amended Article 5.1 will have the following wording:
"Until and including 22 March 2023, the Board of Directors shall be authorised to increase the Company's share capital in one or more transactions by up to 50,000,000 shares of DKK 0.10 at market value without the existing shareholders having any pre-emption rights. Such increase in share capital can be by cash payment, conversion of debt or by contribution of other assets than cash. Partial payment for the new shares is not possible. The new shares shall be non-negotiable instruments and shall be registered in the name of the holder."
The Board of Directors proposes to authorize the Board of Directors to enter into a Share Issue Arrangement Agreement ("SIAA") with one or more shareholders of the Company (the "Shareholder").
The purpose of the SIAA is to facilitate a simple procedure whereby the Company at any time during a one-year period, in relatively small proportions suitable for smaller investors and on a low-cost basis can issue new shares and thus raise additional capital.
The proceeds received by the Company will be used to reduce the bond debt and for general corporate purposes.
The SIAA must have the below main terms and features. However, the Board of Directors shall be entitled to deviate from these terms and features to a reasonable extent, if considered appropriate.
Blixtz Holding A/S (owned fully by Bengt Sundström) and Mette Rode Sundstrøm have both offered to enter into an SIAA with the Company. However, both Blixtz Holding A/S and Mette Rode Sundstrøm have stated that they will, wholly or partly, give way for any other shareholder(s) offering to enter into an SIAA with the Company.
The Board of Directors proposes to elect the Company's CFO, Preben Vinkler Lindgaard as a member to the Board of Directors.
Preben Vinkler Lindgaard does not hold managerial posts in any other businesses except for in the Company's subsidiary.
Approval requirements and share capital
Approval, adoption and election of items no 1, 3 and 4 of the agenda takes place by a simple majority of votes. Approval of item no 2 of the agenda takes place by a qualified majority of two-thirds of both the total number of votes cast and of the share capital represented at the general meeting.
The share capital of the Company is DKK 4,079,254.20 divided into shares of DKK 0.10. At the general meeting each share of nominally DKK 0.10 will carry one vote.
Registration date, participation and right to vote
Shareholders, who on the registration date owns shares in the Company, or from whom the Company on the registration date has received a request for entry into the shareholders' register, has the right to participate in and vote at the general meeting.
The registration date is Friday 16 March 2018, cf. Section 11(1) of the Company's Articles of Association.
Admission card
Shareholders, proxyholders and any accompanying advisor must have an admission card in order to attend the general meeting. Admission cards can be requested electronically via shares@lauritz.com no later than Monday 19 March 2018 at 23:59.
Proxy
Shareholders may vote at the general meeting by granting proxy to the Board of Directors or to a named third party. The proxy can be downloaded by clicking here. The proxy can be submitted by sending it by email to shares@lauritz.com.
Any proxy must be received no later than Monday 19 March 2018 at 23:59.
Postal vote
Shareholders may vote at the general meeting by postal vote. The postal vote form can be downloaded via www.lauritz.com or by clicking here. The postal vote form can be submitted by sending it by e-mail to shares@lauritz.com.
The postal vote must be received no later than Thursday 22 March 2018 at 12:00.
Any proxy or postal vote can be submitted for shares owned on the registration date (i.e. Friday 16 March 2018) calculated on the basis of the registration in the Company's shareholders' register and requests for registration of ownership received by the Company but not yet registered in the shareholders' register, cf. Section 11(1) of the Company's Articles of Association.
Further information
The following material will be available on the Company's website www.lauritz.com no later than 8 March 2018:
Shareholders are welcome to submit questions in written form to the Company regarding the agenda prepared for the general meeting.
Søborg, 8 March 2018
The Board of Directors in Lauritz.com Group A/S