Annual General Meeting 2018

To the shareholders in Nordic Waterproofing Holding A/S, company registration (CVR) no. 33395361 (the “Company”), notice is hereby given of the Annual General Meeting of the Company to be held on Friday 20 April 2018 at 10 a.m. CET at Mindpark, Bredgatan 11, Helsingborg, Sweden.

SHARE CAPITAL AND VOTING RIGHTS

The share capital of the Company amounts to nominally DKK 24,083,935, divided into shares of nominally DKK 1.00. Each share of nominally DKK 1.00 entitles the holder to one vote at the general meeting.

  • Total number of shares: 24,083,935
  • Total number of votes: 24,083,935

REGISTRATION DATE, ADMISSION CARDS, PROXY AND POSTAL VOTE

Registration date

The shareholders’ right to attend and cast their votes at the Company’s annual general meeting is determined on the basis of the number of shares held by the shareholders on the date of registration. Only shareholders holding shares in the Company on the registration date are entitled to attend and vote at the general meeting.

The date of registration is Friday 13 April 2018.

The number of shares held by each shareholder in the Company on the date of registration is calculated as of the expiry of the registration date. The calculation will be based on the registration of shares in the register of shareholders and such duly documented notifications to the Company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the Company before expiry of the registration date.

In order to be recorded in the register of shareholders, information about shareholdings must be substantiated by the presentation of a transcript from VP Securities A/S or other similar documentation that may not be more than one month old. Such documentation must be received by the Company before the expiry of the registration date.

Admission cards

A shareholder or proxy wishing to attend the general meeting must submit a request for an admission card so that it has been received by the Company no later than Monday 16 April 2018, at 11.59 pm CET. Admission cards can be requested by submitting the request for admission card form by regular mail to Nordic Waterproofing Holding A/S, Drottninggatan 11, SE-252 21 Helsingborg, Sweden or by email (scanned copy) to agm@nordicwaterproofing.com. The request for admission card form is attached to this notice as Appendix 1 and is also available on the website of the Company, www.nordicwaterproofing.com. If an admission card has been lost or otherwise not received by a shareholder who has submitted a request, a new admission card can be obtained at the venue of the general meeting upon presentation of identification.

Proxy

A shareholder may be represented at the general meeting by proxy. The shareholder who elects to appoint a proxy must submit a proxy form so that it has been received by the Company no later than Monday 16 April 2018, at 11:59 pm CET. The proxy form can be submitted by regular mail to Nordic Waterproofing Holding A/S, Drottninggatan 11, SE-252 21 Helsingborg, Sweden or by email (scanned copy) to agm@nordicwaterproofing.com. The proxy form is attached to this notice as Appendix 2 and is also available on the website of the Company, www.nordicwaterproofing.com.

Postal vote

A shareholder may vote by post before the general meeting is held. The shareholder who elects to vote by post must submit his/hers postal vote so that it has been received by the Company no later than Thursday 19 April 2018, at 12 noon CET. The postal vote can be submitted by regular mail to Nordic Waterproofing Holding A/S, Drottninggatan 11, SE-252 21 Helsingborg, Sweden or by email (scanned copy) to agm@nordicwaterproofing.com. The form to be used for voting by post is attached to this notice as Appendix 2 and is also available on the website of the Company, www.nordicwaterproofing.com. A vote by post that has been received by the Company cannot be revoked. A postal vote is also binding and cannot be withdrawn if the shareholder attends the general meeting.

Please note that letters may be in the mail for several days.

INFORMATION TO SHAREHOLDERS WHO HOLD THEIR SHARES THROUGH EUROCLEAR SWEDEN AB

The following information is to shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden”).

In order to attend the general meeting and exercise your voting rights, you must register your voting rights in the register of shareholders kept by Euroclear Sweden (the “Register of Shareholders”) and complete the admission card form (Appendix 1) in accordance with the instructions set out above.

If you want to exercise your voting right by proxy or by postal vote, you must also register your voting rights in the Register of Shareholders and complete the proxy or postal vote form (Appendix 2) in accordance with the instructions set out above.

Registration process for voting rights – Direct-registered holders:

Shareholders who hold their shares on an account directly with Euroclear Sweden, a CSD-account (Sw: VP-konto) will automatically be included in the register of shareholders and do not have to perform any registration regarding voting rights.

Registration process for voting rights – Nominee-registered holders:

To be registered and entitled to vote at the general meeting, shareholders who hold shares via a nominee must act in accordance with the instructions set out below:

Nominee-registered shareholders must request the nominee to register their shares temporarily in their own name in the register of shareholders. The request for registration of voting rights shall be submitted to the nominee in sufficient time to allow the registration to be effective and completed at Euroclear Sweden in due time before end of business (CET) on 13 April 2018.

PUBLICATION OF NOTICE

The Company’s annual report for 2017 is available at www.nordicwaterproofing.com under “Investors”.

The agenda and the full text of the proposed resolutions are included in this notice.

This notice, including the agenda and the full text of the proposed resolutions, draft updated articles of association, information about the total number of shares and votes on the date of the notice, the request for admission card form, the proxy form, and the form to be used for voting by post will be available on 28 March 2018 at www.nordicwaterproofing.com under “Corporate Governance”.

This notice, including the agenda and the full text of the proposed resolutions, draft updated articles of association, the request for admission card form, the proxy form, and the form to be used for voting by post will also be sent by email on 28 March 2018 to the registered shareholders who have registered their email addresses with the Company in accordance with article 11.3 of the articles of association.

MAJORITY REQUIREMENTS

The following requirements for adoption of the proposed resolutions must be fulfilled in order for the proposed resolutions to be considered adopted:

  • The proposed resolutions under items 2-7.4 and 8 can be adopted by a simple majority of votes.
  • The proposed resolution under item 7.5 can be adopted by at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting.

SHAREHOLDER QUESTIONS

The shareholders may submit questions in writing in relation to the agenda and the documents for the purpose of the annual general meeting. Questions may be submitted by post or by email to agm@nordicwaterproofing.com. Questions will be answered in writing or orally at the annual general meeting.

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