The Board of Directors in SmartGuy Group A/S, CVR no. 27 43 99 77, (the “Company”) hereby convenes an extraordinary general meeting Tuesday 10 June 2014 at 9 a.m. at the Company’s address, Bødkervej 5, DK-4450 Jyderup, Denmark, with the following agenda and complete proposals: 1. Proposal to amend the Company’s Name from SmartGuy Group A/S to STYLEPIT A/S The Board of Directors proposes to change the Company’s name from SmartGuy Group A/S to STYLEPIT A/S and that the Company’s current name, SmartGuy Group A/S, become a secondary name. In this connection, the Board of Directors proposes that article 1.1 of the Company’s Articles of Association be amended so as to read:
“The Company’s name is STYLEPIT A/S. The secondary name of the Company is SmartGuy Group A/S.”
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Share Capital and Voting Rights
The Company’s nominal share capital totals DKK 302,779,500. Each share of a nominal value of DKK 1 entitles the holder to one vote.
Adoption of Resolutions to amend the Articles of Association
The proposal under the agenda item 1 concerning name change must be approved by no less than two thirds of the votes cast as well as of the voting share capital represented at the general meeting.
Access to Information
This notice convening the general meeting, including the agenda and complete proposals, is given at the Company’s webpage www.smartguygroup.dk and also by email to each registered shareholder who has requested it.
The Company’s webpage www.smartguygroup.dk provides additional information about the general meeting, the complete number of shares and voting rights at the date of this notice, as well as instruments of proxy and ballot papers to be used at the general meeting.
Admission Card, Proxy and Postal Ballot
Pursuant to article 7.1 of the Articles of Association, a shareholder’s right to attend and vote at the general meeting is determined based on the shareholding of the shareholder on the date of registration, which is one week before the date of the general meeting, i.e. Tuesday 3 June 2014. Access to the general meeting also requires that the shareholder has ordered admission cards for themselves (or a proxy) and any accompanying advisors.
Admission cards can be ordered by contacting Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by ordinary mail or by fax at 45 46 09 98 or on the Company’s webpage www.smartguygroup.dk. The deadline for ordering an admission card is Friday 6 June 2014 one minute before midnight.
On the date of registration, the shareholding of each shareholder is calculated on the basis of the Company’s registrations in the Company’s register of shareholders as well as any notices about shareholdings that the Company has received for entry into the register of shareholders, but have not yet been entered in the register.
Shareholders who expect to not be able to attend the general meeting may vote in writing (postal ballot) or issue a proxy to the Board of Directors or to any person appointed by the shareholder attending the general meeting.
Shareholders who wish to attend by proxy or postal ballot may use the relevant forms which are available on the Company’s webpage www.smartguygroup.dk.
On the instrument appointing a proxy, the shareholders may choose to:
• Issue a proxy to any named third party. The proxy will receive an admission card from Computershare A/S which the proxy must bring to the general meeting;
• Issue a proxy to the Board of Directors;
• Issue a ticked off instrument issuing a proxy to the Board of Directors by indicating how the shareholder wish his or her votes to be cast.
On the postal ballot, the shareholders may choose to:
• Vote by written postal ballot.
Please note that votes cast by postal ballot cannot be revoked.
In the event that the shareholder wish to issue a proxy to the Board of Directors, the instrument of proxy must be returned to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, or by fax at 45 46 09 98 so that the instrument is received by Computershare A/S no later than Friday 6 June 2014 one minute before midnight.
Postal ballots must be returned to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, or by fax at 45 46 09 98 so that the instrument is received by Computershare A/S no later than Monday 9 June 2014 at noon.
Shareholders may also vote by proxy or postal ballot electronically on the Company’s webpage www.smartguygroup.dk.
Other Information
Before the general meeting, shareholders may raise questions in writing about the agenda or documents etc. to be used at the general meeting.
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Questions regarding this notice should be addressed to CEO Thomas Wandahl on mobile number +45 51 85 00 00 or CFO Marc Jeilman on mobile number +45 20 35 25 80.
SmartGuy Group A/S
