Park Street A/S Annual General Meeting 2023

    In accordance with article 6.2 of the articles of association, the annual general meeting of Park Street A/S (the “Company”) is hereby called to be held on     28 April 2023, at 16.00 (Danish time)     The general meeting will be held at the Company’s address     Svanevej 12, 2400 Copenhagen, Denmark     AGENDA     The board of directors has prepared the following agenda:    

1. Board of directors’ report on the Company’s activities in the past year.

   

2. Presentation and approval of the audited annual report.

   

3. Board of directors’ proposed resolution on the appropriation of profit or covering of loss according to the approved annual report.

   

4. Presentation of and advisory vote of the remuneration report.
5. Election of members to the board of directors.
6. Election of auditors.

 

7.  

7. Authorisation to the chairman of the meeting.
8. Any other business.

          Re agenda item 1     The board of directors proposed that the general meeting takes note of the board of directors’ report on the Company’s activities in the past year.     Re agenda item 2     The board of directors proposes that the audited annual report for the financial year 2022 be approved.

The annual report 2022 is available on the Company’s website: www.psnas.com.

    Re agenda item 3     The board of directors proposes that the results in accordance with the approved annual report for the financial year 2022 be transferred to the financial year 2023.     Re agenda item 4     The Company has prepared a remuneration report for the financial year of 2022. The board of directors note that the remuneration report has been prepared in accordance with applicable law and the recommendations for corporate governance.

The remuneration report 2022 provides an overview of the total remuneration paid or owed to the board of directors and the executive management with respect to the financial year 2022. The remuneration report is available on the Company’s website: www.psnas.com.

The board of directors proposes that the remuneration report for the financial year 2022 be approved by the general meeting.

    Re agenda item 5     Pursuant to section 13.1 of the Company’s articles of association, the general meeting elects 3-6 members to the board of directors. Elected members are chosen for a period of one year at a time. Therefore, the elected period for any such member expires on the annual general meeting. Re-election is possible.

The board of directors proposes that Anita Nassar, Pradeep Pattem, Ohene Aku Kwapong and Claes Peter Rading be re-elected. Information on the candidates up for re-election may be found on the company’s website.

Further, the board of directors proposes that Medha Pattem be elected as new member of the board of directors.

Medha Pattem has a bachelor’s degree in mechanical engineering (Osmania University) and a masters in industrial and management engineering (Rensselaer Polytechnic Institute). Medha is an experienced board member, having held multiple positions. Medha has previously worked at Goldman Sachs as a technology analyst and founded the company Sthenos International Limited, where she was also the CEO. Medha will be a non-independent board member if elected. Medha has the following positions in other commercial undertakings:

• Thermopads UK Limited – Director (2008 – Present)
• India Growth Capital Limited – Director (2010 – Present)
• Xplore Markets Limited (2013 – Present)
• Swindon Ground Lease Limited (2021 – Present)
• Floorstax Limited (2021 – Present)
• Park Street Asset Management Limited (2022 – Present)
• Park Street Advisors Limited (2022 – Present)

      Re agenda item 6              In accordance with the recommendation from the audit committee, the board of directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231 (PWC) be re-elected as the Company’s auditor.

The audit committee has confirmed that the committee has not been influenced by any third party and that the committee has not been subject to any agreements restricting the general meeting’s election of auditors to certain categories or lists of auditors or auditing firms.

    Re agenda item 7     The board of directors proposes that the chairman of the general meeting is authorised (with delegation powers) with the application and registration to the Danish Business Authority (Erhvervsstyrelsen) for any resolutions passed, including to make any such amendments and additions to the resolutions, which may be necessary in connection with the registration.     Documents available at the Company’s office and website     The following documents will no later than 6 April 2023 be made available for the shareholders’ inspection at the Company’s office located at Svanevej 12, 2400 Copenhagen, Denmark: (i) the notice including agenda and complete proposals (included in this notice), (ii) the total number of shares and voting rights as at the date of the notice convening the general meeting (included in this notice), (iii) the audited annual report for the financial year 2022; (vi) the remuneration report for the financial year 2022, (v) information and background of candidates up for election to the board of directors, and (vi) proxy and postal vote forms.     The abovementioned material will also be made available at the Company’s website: www.psnas.com.     Majority requirements     The proposals under the agenda’s items 2, 3, 5, 6 and 7 may be adopted with a simple majority.

The vote for the remuneration report under the agenda’s item 4 is purely advisory.   

    Postal vote     Shareholders may choose to vote by postal vote prior to the holding of the general meeting. As at the date of this notice, postal voting forms will be available at the Company’s website www.psnas.com.

Postal votes may be submitted via the PSN shareholder portal on the Company’s website www.psnas.com or by email to GF@computershare.dk or by sending the postal vote by post to Computershare A/S, Lottenborgvej 26 D, 1. floor, 2800 Kgs. Lyngby, Denmark.

Postal votes must be received by Computershare A/S no later than on Thursday, 27 April 2023 at 12.00 (Danish Time).

    Proxy     Shareholders may attend the general meeting by proxy in which the shareholders may choose to elect the board of directors or any other named third party as their proxy. As at the date of this notice, proxy forms will be available at the Company’s website: www.psnas.com.

Proxies must be submitted via the PSN shareholder portal on the Company’s website: www.psnas.com or by email to GF@computershare.dk or by sending the signed proxy to Computershare A/S, Lottenborgvej 26 D, 1. floor, 2800 Kgs. Lyngby, Denmark.

In case of third party proxy, the shareholder must request an admission card and voting card in the name of such third party. In addition, the proxy must provide proof of his or her right to attend the general meeting by presenting documentation for the application for registration and by presenting a written and dated proxy form.

Proxies granted to the board of directors must be proxies to cast votes only in accordance with the board of directors’ recommendations or according to a proxy form.

Proxies must be received by Computershare A/S no later than on Monday, 24 April 2023 at 23:59 (Danish time).

    Admission cards, voting cards and record date     The right to attend and vote at the general meeting is granted to shareholders who are recorded in the register of shareholders no later than one week prior to the holding of the general meeting (the “Record Date”), or shareholders who no later than on this date have notified and substantiated the acquisition of shares with the purpose of being recorded in the Company’s register of shareholders. Shareholders, or shareholders’ proxies, must request for admission cards no later than on 24 April 2023 at 23:59.

Admission cards for the annual general meeting will be sent electronically by email to the email address stated in the PSN shareholders portal at registration. The admission card must be presented at the general meeting either electronically on a smartphone/tablet or in printed form.

    Shareholders having requested admission cards without specifying their email address may pick up their admission cards at the entrance to the general meeting upon presentation of a valid ID.     Voting cards will be handed out at the access control at the general meeting.     The Record Date is Friday, 21 April 2023.     Questions from the shareholders     Submissions prior to the general meeting

Should shareholders have submissions to individual items on the agenda, they are encouraged to send these before the general meeting is held, to ease the holding of the general meeting.

Submissions and questions may be sent per email to parkstreet@parkstreet.dk no later than on Monday, 24 April 2023 at 23.59 (Danish Time).

Submissions at the general meeting

After the presentation of each item on the agenda it will be possible to submit questions and discuss the proposals.

The management will, on the request of any shareholder, disclose any information available on matters of importance to the assessment of the annual report or the Company’s general position, to the extent this may happen without any significant detrimental effect on the Company.

    Share capital and voting rights     The Company’s share capital amounts to a nominal value of DKK 57,175,572, divided into DKK 12,827,637 class A-shares of DKK 1.00 each or multiples thereof and DKK 44,347,935 class B-shares of DKK 1.00 or multiples thereof. Each share of DKK 1.00 carries one vote.

Thus, the class A-shares and the class B-shares carry the same voting rights.

The Company holds 2,695,105 class A treasury shares and 2,164,865 class B treasury shares as at the date of the notice convening the general meeting. Voting rights cannot be exercised in relation to these treasury shares.

Hence, the total number of voting rights of the Company that may be exercised at the general meeting amounts to 52,315,602.