Notice is hereby given of an
extraordinary general meeting in Lauritz.com Group A/S CVR no. 37627542 (the "Company")
on Thursday 11 August 2016, at 10:00 (CEST) at the Company's address at Dynamovej 11, 2860 Søborg
There will not be catering due to the short duration of the general meeting.
THE AGENDA :
- Election of chairman of the meeting
The board of directors proposes election of Jens Arnesen, attorney-at-law.
- Election of new members of the Company's board of directors
The board of directors proposes election of Henrik Blomquist and Josephine Salenstedt as new members of the board of directors.
Appendix 1 contains information regarding the two new candidates' background. Information regarding the present members of the board of directors can be found on the Company's website www.lauritz.com .
- Removal of the requirement in the Company's articles of association to elect a vice-chairman of the board of directors
The board of directors proposes to remove the requirement in the Company's articles of association to elect a vice-chairman of the Company's board of directors. The proposal entails that clause 9.2(6) is omitted to the effect that clause 9.2 shall read the following:
" The agenda for the annual general meeting shall include:
- Election of Chairman of the general meeting
(2) The Board of Directors' report on the activities of the Company.
(3) Presentation for adoption of the annual report and accounts.
(4) Resolution on the appropriation of profits or provision for losses in accordance with the adopted report and accounts.
(5) Election of Chairman of the Board of Directors.
(6) Election of members of the Board of Directors.
(7) Appointment of one auditor.
(8) Any proposals submitted by the Board of Directors or shareholders."
The proposal further entails that clause 16.2 shall read:
"The Board of Directors shall consist of the chairman and additional 3-7 members, who shall all be elected for a term of one year. The members are eligible for re-election."
Adoption requirements and share capital The proposals under items 1 and 2 of the agenda can be adopted by a simple majority of votes. The adoption of the proposal under item 3 of the agenda requires at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting. The Company's share capital is DKK 4,066,666.70 divided into shares of each DKK 0.10. At the extraordinary general meeting a share amount of DKK 0.10 carries one vote.
Registration date, participation and voting right The registration date is on 4 August 2016.
Shareholders, who hold shares in the Company on the registration date, have the right to participate and vote at the general meeting. Furthermore, it is a prerequisite for participation that the shareholder is in possession of an admission card as described below.
Request of admission cards It is a prerequisite to access the general meeting that the shareholder no later than 9 August 2016, at 23:59 has obtained an admission card. Admission cards can be requested on the Company's website www.lauritz.com .
Proxy A proxy form can be downloaded via www.lauritz.com , be printed, filled out and sent by fax to +4533118081, by e-mail to tf@nnlaw.dk or by mail to Nielsen Nørager Advokatpartnerselskab, Frederiksberggade 16, DK-1459 København K.
The proxy must be received no later than 10 August 2016, at 12:00 (CEST).
Vote by post Shareholders may cast their votes in written using a form of voting by post, which can be downloaded via www.lauritz.com, printed, filled out and sent by fax to +4533118081, by e-mail to tf@nnlaw.dk or by mail to Nielsen Nørager Advokatpartnerselskab, Frederiksberggade 16, DK-1459 København K.
The vote by post must be received no later than 10 August 2016, at 12:00 (CEST).
Further information From today's date the following material will be available on the Company's website www.lauritz.com :
- Notice including the agenda and the full text of the proposals
- Information about the full amount of shares and voting rights on the date of the notice of the general meeting
- The documents that will be presented at the general meeting, including appendix 1 (list of candidates)
- Application form
- Proxy form and form of voting by post
Shareholders may pose questions in writing to the Company as regards the agenda and any document for the general meeting.
Søborg, 27 July 2016
The board of directors of Lauritz.com Group A/S
Appendix I
Extraordinary general meeting in Lauritz.com Group A/S on 11 August 2016
(For fotos, please see attachment)
| Henrik Blomquist Proposed as member of the board of directors Henrik Blomquist (1971) is the CEO of Bure Equity, a listed Swedish Investment Company with a net asset value of approximately SEK 7bn. Before taking over as CEO, Henrik Blomquist was Executive Vice President and Investment Manager at Bure. Henrik Blomquist started his carrier as an analyst at Slottsbacken Venture Capital before joining Skanditek Industriförvaltning AB as an investment manager in 1999. In 2004, Skanditek became the main shareholder of Bure, resulting in a merger between the two companies in 2010. Today, Henrik Blomquist is the chairman of the board in Mercuri International Group, Bure Growth, Investment AB Bure and Cavena Image Products AB. Henrik Blomquist is also a member of the board in MedCap AB and Bure Financial Services. | |
| Josephine Salenstedt Proposed as member of the board of directors Josephine Salenstedt is a partner at Rite Ventures. Josephine Salenstedt has more than 10 years of experience from management and active ownership of listed and privately owned growth stage companies within e-commerce, retail and technology. Among previous board assignments are 24 Media Networks, Nord Software and Frank Dandy. Josephine Salenstedt is currently the Chairman of the Board of the fast-growing e-retailer Skincity. Josephine Salenstedt has a MSc in Finance from the Stockholm School of Economics and has studied at ESADE Business & Law School in Barcelona and University of California, San Diego. |
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