Notice convening Annual General Meeting
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, 27 April 2023, 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:4a) Proposal to amend
the articles of association: contact details for VP Securities
A/S4b) Proposal to authorize the board of directors to purchase
treasury shares on behalf of theCompany4c) Proposal to approve the
remuneration of the board of directors for 2023Shareholder Klaus
Folmann submits the following proposal:4d) Proposal to extend the
benefits of the shareholder card5) Advisory vote on remuneration
report;6) Election of members to the board of directors;7) Election
of auditors;8) Any other business.
* * * * * * * *
Majority requirementsAdoption
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.
Adoption of the proposal submitted under agenda
item 4d) will require that at least 2/3 of the voting share capital
is represented at the general meeting, see article 17 of the
company’s articles of association.
Attendance, admission cards and
voting rightsAdmission cards will be
provided to shareholders who are entitled to attend and vote at the
general meeting. Anyone who (i) no later Thursday, 20 April 2023 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, 23 April 2023 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
CPH-investor@euronext.com, however, the attendance form must be
received by VP Securities A/S (Euronext Securities) no later than
Sunday, 23 April 2023, at 23:59 CET.
Admission cards will be sent to the email address
specified in the attendance form. The admission card must be
presented at the general meeting either electronically on a
smartphone/tablet or in a printed form. In case you forget your
admission card to the general meeting, it can be reissued upon
presentation of valid ID (for instance a passport or a driver’s
licence).
Any shareholder who has requested an admission card
without specifying an email address can retrieve their admission
card at the entrance to the general meeting upon presentation of
valid ID.
Voting papers will be handed out at the entrance to
the general meeting.
The general meeting can be accessed as a live
webcast 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 proxyShareholders may
vote by proxy, see article 14 of the company’s articles of
association. 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 specified 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, to
VP Securities A/S’ (Euronext Securities) website
www.vp.dk/agm or via the proxy form which has been sent to the
shareholders together with this notice convening the general
meeting and which has also been made available at the company's
website. Instruments of proxy must be received by VP Securities A/S
(Euronext Securities) no later than Sunday, 23 April 2023, at 23:59
CET. The proxy may also present a written and dated instrument of
proxy at the general meeting.
Postal voteVotes may also be cast
via a postal vote, see article 13 of the company’s articles of
association. Postal votes may be submitted electronically on the
investor portal on the company’s website
www.tivoli.dk/en/om/virksomheden/aktionaerinformation, to VP
Securities A/S’ (Euronext Securities) website www.vp.dk/agm or
by the proxy form which has been sent to the shareholders together
with this notice convening the general meeting and which has also
been made available at the company's website. Postal votes must be
received by VP Securities A/S (Euronext Securities) no later than
Wednesday, 26 April 2023, at 23:59 CET. Once a postal vote has been
submitted, it cannot be revoked.
Written questionsShareholders 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
websiteThe following documents and information will be
made available on the company's website in the period from 31 March
2023 to 27 April 2023 (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 documentsThe 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 31 March 2023 to
27 April 2023 in Tivoli Box Office, Vesterbrogade 3, 1630
Copenhagen V.
Share capital and account-holding
bankThe 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 dataFor 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, 31 March 2023The board of
directorsTivoli A/S
- Blanket til Fuldmagt og Brevstemme ved Tivolis
Generalforsamling
- The complete proposals Annual General Meeting and exhibit
1
- Stock Exchange Announcement no 4 - Notice for Annual General
Meeting
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