Course of the annual general meeting 2022
Tivoli A/S held the Annual General Meeting on Thursday
28 April 2022 with the agenda as attached.
The annual report was approved, including the Board of
Directors' proposal not to distribute dividends due to dividend
limitations caused by compensation received for fixed cost and due
to the company's negative financial results.
The following proposals from the Board of Directors were
approved:
- Proposal to amend the articles of
association: possibility of holding general meetings by electronic
means only
- Proposal to amend the remuneration
policy
- The Board of
Directors' remuneration for 2022
The remuneration report was approved.
The current members of the Board of Directors elected by the
Annual General Meeting, Tom Knutzen and Claus Gregersen, were
re-elected. Gregers Wedell-Wedellsborg and Marie Nipper were
elected as new members of the Board of Directors. In addition, Tue
Krogh-Lund has been re-elected as employee representative and Esben
Thykier has been elected as new employee representative on the
Board of Directors.
As proposed by the Board of Directors, PricewaterhouseCoopers
was elected as auditor for Tivoli A/S.
At the subsequent meeting of the Board of Directors, the Board
of Directors elected Tom Knutzen as chairman and Gregers
Wedell-Wedellsborg as deputy chairman.
Yours faithfully,
Susanne Mørch KochCEO
Contactperson: Head of press, Torben Plank tlf. 22237440 /
tpl@tivoli.dk
Tivoli A/S – Notice convening Annual General
Meeting
For shareholders of Tivoli A/S
In accordance with article 8 of the articles of association,
notice is hereby given of the annual general meeting of Tivoli
A/S:
on Thursday, 28 April 2022, at 13:30 CET
at Tivoli’s Concert Hall, Vesterbrogade 3, 1630 Copenhagen V.
The Concert Hall can be accessed via Tivoli's Main Entrance and the
entrance across Copenhagen Central Station.
Agenda:
1. Report by the board of directors on the
company's activities during the past year;
2. Presentation and adoption of the annual
report;
3. Resolution on the appropriation of profit or
loss as recorded in the adopted annual report;
4. Any proposals by the board of directors or
the shareholders.
The board of directors submits the following proposals:
a. Proposal to amend the articles of association: possibility of
holding general meetings by electronic means only
b. Proposal to amend the remuneration policy
c. Proposal to approve the remuneration of the board of
directors for 2022
5. Advisory vote on remuneration report;
6. Election of members to the board of
directors;
7. Election of auditors;
8. Any other business.
* * * * * * * *
Majority requirements
Adoption of the proposals submitted under agenda items 2, 3,
4b), 4c), 6 and 7 will require a simple majority of votes. The vote
under agenda item 5 will be an advisory vote only.
Adoption of the proposals submitted under agenda item 4a) will
require a special majority of votes, see section 106 of the Danish
Companies Act and article 17 of the company's articles of
association. Hence, adoption of the proposal will require that the
proposal is adopted by at least 2/3 of the votes cast and of the
voting share capital represented at the general meeting.
Attendance, admission cards and voting
rights
Admission cards will be provided to shareholders who are
entitled to attend and vote at the general meeting. Anyone who (i)
no later Thursday, 21 April 2021 at 23:59 CET, have had their
shares registered in the register of shareholders or have contacted
the Company for entry in the register of shareholders, and this
request has been received by the Company, and (ii) has given notice
of their attendance at the general meeting no later than Sunday, 24
April 2022 at 23:59 CET, will be entitled to attend and vote at the
general meeting, see article 12 of the articles of association.
Shareholders may announce their participation in the general
meeting and request admission cards electronically via the investor
portal on the company’s website
www.tivoli.dk/en/om/virksomheden/aktionaerinformation or via VP
Securities A/S’ (Euronext Securities) website on www.vp.dk/agm. It
is also possible to return the completed attendance form via postal
mail to VP Securities A/S (Euronext Securities), Nicolai Eigtveds
Gade 8, 1402 København K or via e-mail to
vp_vpinvestor@euronext.com, however, the attendance form must be
received by VP Securities A/S (Euronext Securities) no later than
Sunday, 24 April 2022, at 23:59 CET.
Admission cards will be sent to the email address specified at
the time of confirming attendance. The admission card must be
presented at the general meeting either electronically on a
smartphone/tablet or printed. In case you forget your admission
card to the general meeting, it can be reprinted upon presentation
of valid ID (for instance passport or driver’s licence).
Any shareholder who has requested an admission card without
specifying an email address can pick up the admission card at the
entrance to the general meeting upon presentation of valid ID.
Voting papers will be handed out at the admission checkpoint for
entry to the general meeting.
The general meeting can be followed as a live webcast on the
investor portal on the company’s website
www.tivoli.dk/en/om/virksomheden/aktionaerinformation. In case the
general meeting is followed via webcast, it will not be possible to
submit questions/comments nor vote.
Voting by proxy
Shareholders may vote by proxy. The proxy must be in writing and
dated. An instrument of proxy issued to the board of directors of
the company may only concern a specific general meeting with an
agenda that is known in advance. Appointment of a proxy must either
be notified to the company electronically on the investor portal on
the company’s website
www.tivoli.dk/en/om/virksomheden/aktionaerinformation or VP
Securities A/S’ (Euronext Securities) website www.vp.dk/agm or by
the proxy form which is sent to the shareholders together with the
notice convening the general meeting and at the same time made
available on the company's website. Instruments of proxy must be
received by VP Securities A/S (Euronext Securities) no later than
Sunday, 24 April 2022, at 23:59 CET. The proxy may also present a
written and dated instrument of proxy at the general meeting.
Postal vote
Votes may also be cast by post. Postal votes may be submitted
electronically on the investor portal on the company’s website
www.tivoli.dk/en/om/virksomheden/aktionaerinformation or VP
Securities A/S’ (Euronext Securities) website www.vp.dk/agm or by
the proxy form which is sent to the shareholders together with the
notice convening the general meeting and at the same time made
available on the company's website. Postal votes must be received
by VP Securities A/S (Euronext Securities) no later than Wednesday,
27 April 2022, at 23:59 CET. Once a postal vote has been submitted,
it cannot be revoked.
Written questions
Shareholders may in writing submit questions about the agenda,
the documents to be presented at the general meeting, or the
company's position in general. Questions may be submitted by post
or by e-mail to investor@tivoli.dk. Questions submitted will be
answered at the general meeting.
Information on the company's website
The following documents and information will be available on the
company's website in the period from 6 April 2022 to 28 April 2022
(both days inclusive): 1) The notice convening the general meeting;
2) information about the total number of shares and voting rights
as at the date of the convening notice; 3) all documents to be
presented at the general meeting, including the annual report 4)
the agenda of the general meeting and the full text of all
proposals; and 5) postal and proxy voting forms.
Inspection of documents
The agenda and the complete proposals as well as the documents
to be presented at the general meeting including the annual report,
have been submitted for inspection to the shareholders from 6 April
2022 to 28 April 2022 in Tivoli Box Office, Vesterbrogade 3, 1630
Copenhagen V.
Share capital and account-holding bank
The company’s share capital is DKK 57,166,600 divided into
shares of DKK 10 each. Each share of nominally DKK 10 carries one
vote. The company's account-holding bank is Danske Bank.
Personal data
For the purposes of the general meeting, the company will
collect, process and store certain personal data. In this
connection, reference is made to the company's personal data
policy, which is accessible on the company's website
https://www.tivoli.dk/en/om/behandling-af-personoplysninger.
Copenhagen, 6 April 2022 The board of
directors Tivoli A/S
- Tivoli AS - Stock Exchange Announcement no 6 - Course of the
annual general meeting 2022
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