Nordic Shipholding A/S
Company Announcement 02/2015

DGAP-News: Nordic Shipholding A/S

2015-03-23 / 13:28

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Notice to convene the Annual General Meeting
Tuesday 14 April 2015


                                        

                                        

                                        

                  NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

                                        

      To the shareholders of Nordic Shipholding A/S (CVR no. 76 35 17 16)

                                        

                                        

      The annual general meeting of Nordic Shipholding A/S will be held on

                                        

                  Tuesday, 14 April 2015, at 10:30 a.m. (CEST)

            PricewaterhouseCoopers, Strandvejen 44, DK-2900 Hellerup.



Agenda:



  1. Board of Director's report on the financial year 2014
  2. Presentation of the annual report 2014 for adoption and grant of discharge
     to members of the Board of Directors and Executive Management
  3. Resolution on the application of the result of the year
  4. Approval of the remuneration of the Board of Directors for 2015
  5. Election of members to the Board of Directors
  6. Appointment of auditors
  7. Proposals from the Board of Directors
     1. Resolution to change the Company's shares from bearer shares to
        registered shares
     2. Resolution to make certain editorial amendments of the articles of
        association to reflect new terminology and expiration of warrants
     3. Resolution to authorise the Board of Directors to let the Company
        acquire treasury shares
  8. Authorisation of the chairman of the annual general meeting
  9. Any other business







Complete proposals





Item 1 - Board of Directors' report on the financial year 2014

The Board of Directors' report on the financial year 2014 will be presented at
the annual general meeting. 



Item 2 - Presentation of the annual report 2014 for adoption and grant of
discharge to members of the Board of Directors and Executive Management 

The Board of Directors proposes that the general meeting adopts the Company's
annual report for 2014, including the remuneration paid to the Board of
Directors for 2014. 



The Board of Directors proposes that discharge be granted to the Board of
Directors and the Executive Management in respect of the annual report for
2014. 



Item 3 - Resolution on the application of the result of the year

The Board of Directors proposes that the general meeting approves the Board of
Directors' proposal on application of the result of the year as stated in the
Company's annual report for 2014 and that the profit for the year consequently
be carried forward to the next financial year. 



Item 4 - Approval of the remuneration of the Board of Directors for 2015

The Board of Directors proposes that the general meeting approves the following
remuneration of the members of the Board of Directors for the financial year
2015: 



                      Chairman of the Board of Directors: DKK 350,000

Other members of the Board of Directors: DKK 175,000, as no remuneration will
be paid to the board members Jon Lewis and Philip Clausius and, if elected to
the Board of Directors, Kanak Kapur, cf. below. 



Item 5 - Election of members to the Board of Directors

The Board of Directors proposes re-election of Knud Pontoppidan, Kristian
Mørch, Jon Lewis and Philip Clausius to the Board of Directors, and election of
Kanak Kapur as a new member to the Board of Directors. 



A description of the background of and offices held by each candidate proposed
for election by the Board of Directors are enclosed as appendix 1 and are also
available at the Company's website, www.nordicshipholding.com. 



Item 6 - Appointment of auditors

The Board of Directors proposes re-election of the Company's current auditor,
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. 



Item 7.a - Resolution to change the Company's shares from bearer shares to
registered shares 

The possibility of issuing new bearer shares may be repealed in 2015 if a
proposed bill currently out for consultation is passed.Therefore, the Board of
Directors proposes to amend the Company's shares from bearer shares to shares
registered in the name of the holder (registered shares). 



As a consequence thereof, '. bearer shares, but may.'  will be replaced by
'.issued in the name of the holder, and shall.' in articles 3.5, 4.1.3, 4.2.4,
4.3.3, 4a.6, 4c.6, and exhibit 2, and '. holding registered shares.' will be
deleted in article 3.6. 



In addition, it is proposed to delete '. , through the computer system of the
Danish Business Authority...' in article 6.5, as the requirement to convene
general meetings via the computer system of the Danish Business Authority does
not apply to registered shares. 



Item 7.b - Resolution to make certain editorial amendments of the articles of
association to reflect new terminology and expiration of warrants 

The Board of Directors proposes to make the following editorial amendments of
the articles of association to reflect new terminology and expiration of
warrants: 



  1. Article 3.8: Replacement of 'NASDAQ OMX Copenhagen A/S' with 'Nasdaq
     Copenhagen' to reflect the new name of NASDAQ OMX Copenhagen A/S' market
     platform.
  2. Article 4b.1: Deletion of article 4b.1 and exhibit 1 due to expiry of the
     warrant program included in exhibit 1. As a consequence, references to
     exhibit 2 will be changed to exhibit 1.
  3. Articles 3.5, 3.6, 4a.6, 4c.6, 6.5 and 9.4: Replacement of 'register of
     shareholders' (in Danish 'aktiebog'), with 'register of shareholders' (in
     Danish 'ejerbog') to align terminology used in the articles of association.
     No amendments will be made in the English translation of the articles of
     association.



A draft version of the articles of association with the amendments proposed by
the Board of Directors may be found at the Company's website,
www.nordicshipholding.com. 



Item 7.c - Resolution to authorise the Board of Directors to let the Company
acquire treasury shares 

The Board of Directors proposes that the general meeting authorises the Board
of Directors to let the Company acquire or enter into agreements to acquire up
to 20% of the Company's share capital at a price equal to the share price
quoted at the time of acquisition or entry into the agreement, as applicable,
with a deviation of up to 10%. The authorisation will be effective until 14
April 2020. 



Item 8 - Authorisation of the chairman of the annual general meeting

The Board of Directors proposes that the general meeting authorises the
chairman of the annual general meeting, with a right of substitution, to file
the resolutions adopted with the Danish Business Authority and to make any such
amendments as the Danish Business Authority may require in order to register or
approve the resolutions adopted. 





Adoption requirements

To adopt the proposals under agenda item 7.a-7.b, the proposals must be adopted
by no less than 2/3 of the votes cast and of the share capital represented at
the general meeting. The remaining proposals may be adopted by a simple
majority of votes. 



Share capital and shareholders' voting rights

The Company's share capital amounts to nominally DKK 40,615,840.30 divided into
406,158,403 shares of nominally DKK 0.10. Each share of nominally DKK 0.10
carries one vote. 



The record date is Tuesday, 7 April 2015.



Shareholders holding shares in the Company on the record date, have the right
to participate in and vote at the general meeting. The shares held by the
shareholder are calculated on the record date on the basis of entries in the
share register and notifications of ownership received by the Company for the
purpose of entering into the share register. Furthermore, participation is
conditional upon the shareholder obtaining an admission card in time as
described below. 



Admission cards

Shareholders wishing to participate in the annual general meeting must request
an admission card. Admission cards may be obtained through VP Investor Services
A/S' website, www.uk.vp.dk/agm. Furthermore, admission cards may be obtained by
contacting VP Investor Services A/S, by telephone +45 43 58 88 66, by fax +45
43 58 88 67, by e-mail: vpinvestor@vp.dk, or by written enquiry to VP Investor
Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by using
the form available for download on Nordic Shipholding A/S's website,
www.nordicshipholding.com. 



Requests for admission cards must be submitted so they are received by the VP
Investor Services A/S no later than Friday, 10 April 2015. 



Proxy

Shareholders unable to attend the annual general meeting may issue a proxy to
the board of directors or a third party. Proxies may be granted electronically
at VP Investor Services A/S' website, www.uk.vp.dk/agm. Furthermore, a proxy
may be granted in writing by using the proxy form available for download on
Nordic Shipholding A/S' website, www.nordicshipholding.com. The signed form may
be submitted to VP Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040,
DK-2300 Copenhagen S, by fax +45 43 58 88 67 or e-mail vpinvestor@vp.dk. 



Proxies must be must be submitted so they are received by the VP Investor
Services A/S no later than Friday, 10 April 2015. 



Postal voting

Shareholders unable to attend the annual general meeting may submit their votes
by correspondence (i.e. postal vote). Postal votes may be submitted
electronically via VP Investor Services A/S' website, www.uk.vp.dk/agm.
Furthermore, a postal vote may be submitted in writing by using the postal vote
form available for download on Nordic Shipholding A/S' website,
www.nordicshipholding.com. The signed postal vote form may be submitted to VP
Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen
S, by fax +45 43 58 88 67 or e-mail: vpinvestor@vp.dk. 



Postal votes must be submitted so they are received by the VP Investor Services
A/S no later than Monday, 13 April 2015, at 12 noon (CET). 



Additional information

Until and including the day of the annual general meeting, additional
information regarding the annual general meeting will be available on the
Company's website, www.nordicshipholding.com, including the notice with agenda,
the complete proposals with appendix 1, draft articles of associations with the
Board of Directors' proposed amendments, the annual report for 2014 and
information on the total number of shares and voting rights on the date of the
notice to convene. 



Questions from the shareholders prior to the Annual General Meeting

Shareholders may ask questions to the agenda or to documents, etc. to be used
at the annual general meeting either by submitting such questions by ordinary
mail to Nordic Shipholding A/S, Sundkrogsgade 19, 2., DK-2100 Copenhagen Ø, or
by e-mail: info@nordicshipholding.com. Any such questions should be submitted
so they are received by the Company no later than Monday, 13 April 2015. 



Refreshments

Coffee, tea and water will be served at the annual general meeting.



Directions

PwC may be reached by car or by bus. Please note that availability of parking
spaces in the surrounding streets is limited. The nearest parking garage may be
found at Waterfront Shopping, Tuborg Havnevej 4-8, DK-2900 Hellerup (3 hours
free parking). Public transportation to the annual general meeting is possible
with bus (line 1A). 







                            Copenhagen, 23 March 2015

                                        

                                        

                               Board of Directors
News Source: NASDAQ OMX



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Language:    English                 
Company:     Nordic Shipholding A/S  
 
 
             Denmark                 
ISIN:        DK0060083996            
 
 
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336109 2015-03-23