Notice to convene the annual general meeting in FirstFarms A/S
The Board of Directors hereby convenes to annual general meeting
in FirstFarms A/S, CVR 28 31 25 04. The annual general meeting will
be held on Tuesday 25 April 2023 at 2 p.m. in:
SAGRO, Majsmarken 1,
DK-7190 Billund
The Annual General Meeting will also be broadcast live in Danish
language via webcast through the company's shareholder portal. The
transmission will only cover the rostrum.
Agenda:
1. Report on the company’s
activities
2. Presentation
and adoption of the annual report with auditor’s report for
approval and discharge of the Board of Directors from their
obligation, having adopted the
accounts3. Decision about
utilisation of profit or covering of loss according to the approved
annual report4. Approval of
remuneration to the Board of
Directors5. Presentation of
and advisory vote on the remuneration report for
20226. Election
of Board members7. Election
of auditor8. Proposals from
the Board of
Directorsa) Authorisation
to acquire own
sharesb) Authorisation
to the chairman of the meeting
9. Any other
business
Ad 3
The Board of
Directors recommends that the profit after tax of 65.466; 8.987
mDKK (0.95 DKK per share) is distributed as dividend, corresponding
to 13.7% of the annual result, and the remaining profit is
forwarded to next year.
Ad
4 The Board
of Directors recommends that the remuneration to the Board of
Directors for 2023 is unchanged, compared to 2022, so the chairman
of the Board of Directors is yearly receiving DKK 240,000, the
vice- chairman and the chairman of the audit committee each receive
DKK 120,000 yearly and other members of the Board of Directors is
receiving DKK 100,000.
Ad
5 The Board
of Directors recommends that annual general meeting approves the
remuneration report for 2022. The remuneration report is prepared
in accordance with section 139b of the Danish Companies Act and
provides an overview of the remuneration of the company’s Board of
Directors and Executive Management in 2022. The remuneration report
is available on the company’s website
www.firstfarms.com.
Ad
6 All board
members are up for election. The Board of Directors thus proposes
re-election of Henrik Hougaard, Jens Bolding Jensen, Asbjørn
Børsting, Karina Boldsen, Bendt Wedell and Claus Ewers. Leadership
tasks of the present Board of Directors can be found in the annual
report 2022.
Ad 7
The
Board of Directors recommends re-election of PricewaterhouseCoopers
as the company’s auditor.
Ad
8.a Authorisation
to acquire own shares
The Board of Directors proposes that the Board
of Directors is authorised, in the period until the next annual
general meeting, to let the company acquire own shares within a
total nominal value of 10 % of the company’s share capital at a
price that must not deviate more than 10 % from the price quoted at
the time of such purchase on Nasdaq Copenhagen A/S.
Ad 8.b
Authorisation to
the chairman of the meeting
The Board of Directors proposes that the
chairman of the meeting with substitution right is given
authorisation to report the adopted amendments and undertake the
amendments in the adopted, which the Danish Business Authority or
other authorities might demand or request carried out as condition
for registration or approval.
For adoption of the proposals under item 2–8,
simple majority of votes is required.
Admission,
proxy and postal votesA
shareholder’s right to attend and vote at the general meeting is
determined on the basis of the number of shares held by the
relevant shareholder on the registration date, which is one week
prior to the date of the general meeting. The registration date is
Tuesday 18 April 2023.
Attendance at the general meeting is furthermore
subject to the shareholder having requested an admission card for
the general meeting in question no later than 3 days before the
holding of the general meeting. Admission cards will be issued to
any such persons who according to the register of shareholders are
registered as shareholders at the registration date. Shareholders
who are not registered in the register of shareholders shall in
order to obtain an admission card submit a deposit transcript from
VP Securities A/S or the custodian institution documenting the
shareholder’s shareholding on the registration date.
The shareholder’s voting rights may be exercised
by a proxy who does not need to be shareholder, provided that the
proxy proves his right to attend at the general meeting by
presenting an admission card and a written, dated instrument of
proxy in accordance with the requirements of applicable Danish
legislation. The shareholders can inform the company about
appointment of a proxy via the shareholder portal on
www.firstfarms.cm or by returning the proxy form, filled in and
signed, to Computershare A/S, Lottenborgvej 26D, DK-2800 Kgs.
Lyngby or mail: gf@computershare.dk.
A shareholder or a proxy is entitled to attend
together with an adviser, subject to prior notification as
mentioned above.
Enrolment to the annual general meeting must
take place at the latest Friday
21 April 2023
at 11:59 p.m.:
- via the shareholder portal on
www.firstfarms.com
- by returning the registration form,
filled in and signed, to Computershare A/S, Lottenborgvej 26D,
DK-2800 Kgs. Lyngby or mail: gf@computershare.dk, so it is received
by Computershare A/S within the deadline
- on phone number +45 45 46 09
97
Please notice that ordered admission cards will
no longer be sent out by ordinary mail.
Admission cards ordered by submitting the form
or by phone can be picked up at the entrance of the general meeting
upon presentation of a valid ID.
Admission cards ordered via the shareholder
portal will be sent out electronically via email to the email
address specified in the shareholder portal upon registration. The
admission card must be presented at the annual general meeting
either electronically on a smartphone/tablet or in a printed
version.
If you do not have the opportunity to show up,
and instead follow the live streaming, any questions wanted to be
answered at the general meeting, should be forwarded in advance,
and latest Friday 23 April 2023, to tit@firstfarms.com, and they
will be answered on the general meeting as usual.
The shareholder’s voting rights may also be
exercised by written postal vote to the Board of Directors prior to
the general meeting. A vote received by the Board of Directors is
irrevocable and binding upon the shareholder. Postal votes must be
submitted at the latest Monday 24
April 2023 at
2 p.m. via the shareholder portal
on www.firstfarms.com or by returning the postal vote form, filled
in and signed, to Computershare A/S, Lottenborgvej 26D, DK-2800
Kgs. Lyngby or mail: gf@computershare.dk, so it is received by
Computershare A/S within the deadline.
DocumentsThe notice to convene
with the agenda and the total number of shares and voting rights on
the date of the notice, the complete proposals, form to get
admission card, submit proxy or postal vote and the annual report
with auditor’s report and remuneration report for 2022 is available
on the company’s website www.firstfarms.com. The documents are also
forwarded electronically to each registered shareholder, who has
requested it.
Share capital and voting
rightsAt the time of the notice, the company’s
nominal share capital amounts to DKK 94,602,770 distributed on
9,460,277 shares of DKK 10. Every share amount of nominal DKK 10
gives 1 vote.
After the annual general meeting, a sandwich will be served.
March 2023The Board of Directors
For further information:Please visit our website
www.firstfarms.com or contact CEO Anders H. Nørgaard on phone +45
75 86 87 87.
About FirstFarms:FirstFarms is a Danish stock
exchange listed company. We operate FirstFarms with responsibility
for the surrounding communities, and we deliver highest quality
which is primarily sold locally. We act on new opportunities, that
create value for our investors and for the surroundings. Every day,
we work on creating a more sustainable company.
- (5) Notice to convene AGM 2023
Firstfarms A/s (LSE:0EG1)
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