Notice of annual general meeting

Company announcement no. 02 2018/19
Allerød, 30 May 2018

Notice of annual general meeting

The Board of Directors of Matas A/S hereby convenes the company’s annual general meeting to be held on

Thursday, 28 June 2018, at 4:00 p.m.
at IDA Mødecenter, Kalvebod Brygge 31-33, DK-1780 Copenhagen V

Attendance at the annual general meeting must be registered no later than Monday, 25 June 2018 at 9:00 a.m. through the shareholder portal at investor.matas.dk, or by completing and submitting a registration form to Computershare A/S, Lottenborgvej 26 D, 1^st floor, DK-2800 Kgs. Lyngby. The annual general meeting will be conducted in the Danish language and will not be webcast.

Tea, coffee and cake will be served from 3:30 p.m. to 4:00 p.m.

The agenda of the annual general meeting will include the following business:

1.	The Board of Directors' report on the company's activities in the past financial year.
2.	Presentation and adoption of the audited annual report for the 2017/18 financial year including the auditors' report.
3.	Distribution of profit for the year according to the adopted financial statements, including declaration of dividends.
4.	Discharge of the Board of Directors and the Executive Management.
5.	Approval of the level of remuneration of the Board of Directors for the 2018/19 financial year.
6.	Election of members to the Board of Directors.
7.	Appointment of auditor.
8.	Consideration of proposals from the Board of Directors and/or shareholders.
	Proposals from the Board of Directors:
	8.a. Authorisation to acquire treasury shares
	8.b. Amendment to the company’s remuneration policy
	8.c. Renewal of the authorisations to increase the company’s share capital in articles 3.1-3.3 of the articles of association
	8.d. Removal of the age limit for members of the Board of Directors in article 9.4 of the articles of association
9.	Any other business.

                

Complete proposals

Re agenda item 1
The Board of Directors proposes that the report by the Board of Directors be noted by the general meeting.

Re agenda item 2
The Board of Directors proposes that the audited annual report for the 2017/18 financial year be adopted by the general meeting.

Re agenda item 3
The Board of Directors proposes that dividends of DKK 6.30 per share with a nominal value of DKK 2.50 be distributed for the 2017/18 financial year. Dividends will be paid on Monday, 2 July 2018, subject to adoption by the general meeting.

Re agenda item 4
The Board of Directors proposes that the general meeting grant discharge of liability to the Board of Directors and the Executive Management.

Re agenda item 5
The Board of Directors proposes that the general meeting approve unchanged fees to the members of the Board of Directors for the 2018/19 financial year, consisting of a base fee of DKK 300,000, with 2.5 times the base fee to the Chairman of the Board of Directors and with 1.5 times the base fee to the Deputy Chairman for their extended duties. The Chairman of the Audit Committee will receive a total of 1.25 times the base fee for her duties as a member of the Board of Directors and as Chairman of the Audit Committee.

Re agenda item 6
Pursuant to the company's articles of association, the board members elected by the general meeting retire each year. Board members are elected for the period until the next annual general meeting.

The Board of Directors proposes re-election of all the members of the Board of Directors:

• Lars Vinge Frederiksen
• Lars Frederiksen
• Signe Trock Hilstrøm
• Mette Maix
• Christian Mariager
• Birgitte Nielsen

A description of the candidates proposed by the Board of Directors is set out in Annex 1.

Re agenda item 7
The Board of Directors proposes that Ernst & Young Godkendt Revisionspartnerselskab, CVR no. 30 70 02 28, be reappointed as the company’s auditor in accordance with the Audit Committee’s recommendation. The Audit Committee’s recommendation has not been influenced by any third parties nor has it been subject to any contractual obligation restricting the general meeting’s choice to certain auditors or audit firms.

Re agenda item 8.a.
The Board of Directors proposes that the Board of Directors be authorised by the general meeting to let the company acquire treasury shares for up to 10% of its share capital in the period until the next annual general meeting, provided that the company’s holding of treasury shares may at no time exceed 10% of the share capital. The purchase price must not deviate by more than 10% from the price quoted on Nasdaq Copenhagen at the time of purchase.

Re agenda item 8.b.
The Board of Directors proposes that the general meeting approve amendment to the company’s revised and compiled Remuneration Policy, including the overall guidelines for incentive pay for the Board of Directors and Executive Management.

In addition to compiling the overall guidelines for incentive pay in the Remuneration Policy, the proposed revised Remuneration Policy includes the following adjustments:

• Change to the percentage related to granting performance based cash bonus to members of the Executive Management from up to a maximum of 70% to a maximum of  100% of their annual fixed base salary.
• Change to the percentage related to granting share-based incentives to members of the Executive Management from up to a maximum of 75% to a maximum of 100% of their annual fixed base salary.
• As a consequence of the updated corporate governance recommendations, it has been clarified that the total value of the remuneration relating to the notice period, including any severance payments, to a member of the Executive Management shall not exceed two years’ total remuneration including all remuneration components.

                              
Further, certain additional editorial changes have been made, including changes as a consequence of the updated corporate governance recommendations.

The compiled version of the Remuneration Policy, including the overall guidelines for incentive pay, for the Board of Directors and Executive Management is attached as Annex 2 and is available on the Company's website at www.matas.dk.

As a consequence of the proposal, the following editorial changes will be made to article 12.1 of the articles of association:

"12. 1 As a part of its remuneration policy, the Company has adopted overall guidelines on incentive pay to the Board of Directors and the Executive Management, cf. section 139 of the Danish Companies Act. The remuneration policy, including the overall guidelines on incentive pay to the Board of Directors and the Executive Management, which has been approved by the general meeting, is available on the Company's website, www.matas.dk.”

Re agenda item 8.c.
The Board of Directors proposes that the authorisations of the Board of Directors to increase the Company’s share capital by issuing new shares, which expired on 1 April 2018, are renewed until 1 April 2023.

Consequently, it is proposed that articles 3.1-3.3 of the articles of association be worded as follows:

"3.1 In the period until 1 April 2023, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 5,000,000. The capital increase shall take place at market price and may be effected by cash payment or as consideration for an acquisition of business activities or other assets.

3.2 In the period until 1 April 2023, the Board of Directors is authorised to increase the Company's share capital in one or more issues without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 1,000,000 in connection with the issue of new shares for the benefit of the Company's employees and/or employees of its subsidiaries. The new shares shall be issued at a subscription price to be determined by the Board of Directors, which may be below the market price.

3.3 New shares issued pursuant to Articles 3.1 and 3.2 shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company's register of shareholders, shall be negotiable instruments, and shall in every respect carry the same rights as the existing shares. The Board of Directors is authorised to lay down the terms and conditions for capital increases pursuant to the above authorisations and to make any such amendments to the Company's Articles of Association as may be required as a result of the Board of Directors' exercise of the said authorisations.”

Re agenda item 8.d.
The Board of Directors proposes that the existing age limit of 70 years for members of the Board of Directors in article 9.4, third paragraph of the articles of association be removed. The proposal is based on the updated Recommendations on Corporate Governance which no longer contain a recommendation stipulating that an age limit for members of the board of directors be included in the articles of association.  

Consequently, it is proposed that the third paragraph of article 9.4 of the articles of association is deleted, whereby article 9.4 be worded as follows:

"9.4 The members of the Board of Directors elected by the general meeting are elected for a term of one year. Re-election of board members may take place.”

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Adoption requirements, share capital, record date, attendance and voting rights
The adoption of the proposals by the Board of Directors under items 8.c. and 8.d. of the agenda requires a majority voting in favour of the proposed resolutions of at least two-thirds of both the votes cast and of the voting share capital represented at the general meeting, see article 7.2 of the articles of association. All other resolutions may be passed by a simple majority of votes pursuant to article 7.1 of the articles of association.

The total nominal value of the company's share capital is DKK 95,728,730 divided into shares of DKK 2.50 each, equivalent to 38,291,492 shares. Each share of DKK 2.50 carries one vote.

The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date. The record date is Thursday, 21 June 2018. The shares held by each shareholder at the record date are calculated based on the registration of the number of shares held by that shareholder in the company’s register of shareholders as well as any notification of ownership received by the company for the purpose of registration in the company’s register of shareholders but not yet registered.

Shareholders holding shares in the company at the record date are entitled to attend and vote at the general meeting. Shareholders must obtain an admission card in order to attend the general meeting.

Requests for admission cards may be made on or before Monday, 25 June 2018 at 9:00 a.m. as follows:

• by registering electronically through the company's shareholder portal at investor.matas.dk; or
• by submitting the registration form available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed registration form by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 1^st floor, DK-2800 Kgs. Lyngby, by fax on +45 45 46 09 98 or by e-mail in a scanned version to gf@computershare.dk to be received by Computershare A/S before the deadline.

Proxy
Shareholders who are unable to attend the general meeting may issue a proxy to the Board of Directors or to any other named third party.

Proxies may be issued on or before Monday, 25 June 2018 at 9:00 a.m. as follows:

• electronically through the company's shareholder portal at investor.matas.dk; or
• by submitting the proxy form available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed proxy form to Computershare A/S, Lottenborgvej 26 D, 1^st floor, DK-2800 Kgs. Lyngby, by fax on +45 45 46 09 98 or by e-mail in a scanned version to gf@computershare.dk to be received by Computershare A/S before the deadline.

Voting by correspondence
Shareholders who are unable to attend the general meeting may also vote by correspondence.

Shareholders may vote by correspondence on or before Wednesday, 27 June 2018 at 4:00 p.m. as follows:

• electronically through the company's shareholder portal at investor.matas.dk; or
• by submitting the form for voting by correspondence available for download on the company's website, investor.matas.dk. Please send the completed, dated and signed form to Computershare A/S, Lottenborgvej 26 D, 1^st floor, DK-2800 Kgs. Lyngby, by fax on +45 45 46 09 98 or by e-mail in a scanned version to gf@computershare.dk to be received by Computershare A/S before the deadline.

Questions from shareholders
Shareholders may ask questions to Management at the general meeting. Questions regarding the agenda and other documents for the general meeting may also be submitted in writing to be received by the company not later than one week before the date of the general meeting. Questions may be sent to etk@matas.dk or by ordinary mail to the company's address, Matas A/S, Rørmosevej 1, DK-3450 Allerød, marked 'Investor Relations'.

Additional information
For a period of three weeks prior to the general meeting, including the date of the general meeting, the following information will be available on the company’s website, investor.matas.dk:

• The notice convening the general meeting
• The total number of shares and voting rights at the date of the notice
• The documents to be presented at the general meeting
• The agenda and the complete proposals
• The audited annual report for the 2017/18 financial year
• The forms to be used for voting by proxy or voting by correspondence

Allerød, 30 May 2018

On behalf of the Board of Directors of Matas A/S

Lars Vinge Frederiksen
Chairman of the Board of Directors

For further information, please contact:
Elisabeth Toftmann Klintholm                                           
Head of Investor Relations & Corporate Affairs         
Tel. +45 48 16 55 48

                                                                                                       
                                                                                                       

Attachment

• Notice of annual general meeting 28 June 2018