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 Tuesday, 23 April 2024, at 13:30
CEST
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) The board of director’s report on the
company's activities in the past year;
2) Presentation of the annual report for approval;
3) Resolution on the use of profits and coverage of loss in
accordance with the approved 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: Amendment of
articles 6, 7, 17 and 22
4b) Adoption of remuneration policy
4c) Proposal to approve the remuneration of the board of directors
for 2024
Shareholder Michael Bjørn Hansen has submitted the following
proposal:
4d) Proposal for an extended shareholder pass for shareholders with
150 shares, corresponding to a Wild Card.
5) Advisory vote on remuneration report;
6) Election of members to the board of directors;
6a) The board of directors proposes re-election of the board of
directors
6b) Shareholder proposal for board membership
7) Election of auditors.
8) Any other business.
* * * * * * * *
Majority requirements
Adoption of the proposals submitted under agenda items 2, 3, 4b),
4c), 4d), 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
Tuesday, 16 April 2024 at 23:59 CEST, 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, 21
April 2024 at 23:59 CEST, 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.euronext.com/cph-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, 21 April 2024, at 23:59 CEST.
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 proxy
Shareholders 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.euronext.com/cph-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, 21 April 2024, at 23:59
CEST. The proxy may also present a written and dated instrument of
proxy at the general meeting.
Postal vote
Votes 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.euronext.com/cph-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 Monday, 22 April 2024, at 23:59
CEST. 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 made available on
the company's website in the period from 22 March 2024 to 23 April
2024: 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 22
March 2024 to 23 April 2024 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, 22 March 2024
The board of directors
Tivoli A/S
Contactperson: Head of Legal, Julie Koefoed: investor@tivoli.dk
- Tivoli AS - Stock Exchange Announcement no 4 - Notice for
Annual General Meeting
- Tivoli AS - Stock Exchange Announcement no 4 - The complete
proposals, Annual General Meeting
- Tivoli AS - Stock Exchange Announcement no 4 - (DK) Blanket til
fuldmagt og brevstemme, ordinær generalforsamling
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