To the shareholders of Nustay A/S

The board of directors hereby convenes the annual general meeting of Nustay A/S, CVR no. 36 09 03 16, (the "Company"), to be held on:

Monday 31 August 2020 at 11:00 (CEST)

at Gorrissen Federspiel Advokatpartnerselskab, Axeltorv 2, DK-1609 Copenhagen V, Denmark
 

Agenda

1.           Election of chairman of the meeting

2.           The board of directors' report on the Company's activities in the past financial year

3.           Presentation of the Company' annual report for 2019 for adoption

4.           Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report

5.           Election of members to the board of directors

6.           Election of auditor

7.           Any proposals from the board of directors or shareholders 

a. Change of name for the Company's share register keeper

8.           Any other business

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Items on the agenda, including complete proposals

Item 1: Election of chairman of the meeting
The board of directors will elect the chairman of the general meeting. 

Item 2: The Board of Directors' report on the Company's activities in the past financial year

The board of directors proposes that the report on the Company's activities in 2019 be noted by the general meeting.

Item 3: Presentation of the Company's annual report for 2019 for adoption

The board of directors proposes that the Company's annual report for 2019 be adopted.

Item 4: Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report

The board of directors proposes that no dividend be distributed for financial year 2019.

Item 5: Election of members to the board of directors

The board of directors proposes to re-elect Simon Skouboe, Christian Strøjer, Mathias Lundø Nielsen and Carl Erik Skovgaard to the board of directors.

A description of the competencies and other executive functions in Danish and foreign companies held by the candidates proposed to the board of directors is attached as Appendix 1 to the notice to convene.

Item 6: Election of auditor

The board of directors proposes that the Company's current auditor, Deloitte Statsautoriseret Revisionspartnerselskab, be re-elected.

Item 7: Any proposals from the board of directors or shareholders

The board of directors has submitted proposal 7.a below, and no proposals have been submitted by shareholders.

a. Change of name for the Company's register of shareholders keeper

The Board of Directors proposes that articles 2.5, 6.9 and 6.11 of the articles of association be amended to reflect that the Company's register of shareholders keeper now is VP Securities A/S after the recent merger between VP Securities A/S and VP Investor Services A/S.

Adoption of the proposal will result in updated articles 2.5, 6.9 and 6.11 with the following wording:

2.5 Selskabets ejerbog The Company's register of shareholders is kept
føres af VP by VP Securities A/S, CVR no. 21599336.
Securities A/S, CVR
-nr. 21599336.
6.9 Enhver aktionær er Any shareholder who has requested an admission
berettiget til at card no later than two days before the general
deltage i en meeting or has sent an instrument appointing a
generalforsamling, proxy so that it is received by VP Securities
når vedkommende A/S no later than two days before the general
senest to dage før meeting will be entitled to attend the meeting.
generalforsamlingens Shareholders unable to attend may vote by postal
afholdelse har ballot. The postal ballot must be received by VP
anmodet om Securities A/S no later than 4.00pm on the day
adgangskort eller before the general meeting.
har afgivet en
fuldmagt, som er
modtaget af VP
Securities A/S
senest to dage før
generalforsamlingen.
En aktionær, der
ikke kan deltage i
en
generalforsamling,
kan afgive en
brevstemme. En
brevstemme skal være
modtaget af VP
Securities A/S
senest kl. 16.00
dagen før
generalforsamlingen.
6.11 Registreringsdatoen The date of registration is one week before the
er én uge før date of the general meeting. The number of
generalforsamlingens shares held by a shareholder is calculated on
afholdelse. De the registration date on the basis of the
aktier, den enkelte information in the register of shareholders and
aktionær besidder, information about ownership that the bank and/or
opgøres på VP Securities A/S has received but that has not
registreringsdatoen yet been entered in the register of
på baggrund af shareholders.
notering af
aktionærens
kapitalejerforhold i
ejerbogen samt
meddelelser om
ejerforhold, som
banken og/eller VP
Securities A/S har
modtaget med henblik
på indførsel i
ejerbogen, men som
endnu ikke er
indført i ejerbogen.

---

Majority requirements
The proposal on the agenda in items 7.a shall be adopted by 2/3 majority of votes cast as well as of the share capital represented at the extraordinary general meeting. All other proposals on the agenda may be adopted by a simple majority of votes.

Share capital 

At the time of the notice of the general meeting, the Company's nominal share capital is DKK 1,943,537.60, divided into shares of nominally DKK 0.04 each. Each share of DKK 0.04 carries one vote.

Registration date and shareholders' voting rights

The registration date is Monday 24 August 2020.

The right of a shareholder to attend a general meeting and to vote is determined on the basis of the number of shares held by the shareholder at the registration date.  The shares held by each shareholder are determined at the registration date based on the number of shares held by that shareholder as registered in the Company's register of shareholders and on any notification of ownership received by the Company at the registration date for the purpose of registration in the Company's register of shareholders, which have not yet been registered. Participation is conditional upon the shareholder having obtained an admission card in due time as described below.

Admission cards

Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than on Thursday 27 August 2020 at 23:59 (CEST).

• Electronically through the "InvestorPortal" under the menu "Investor" on the Company's website, https://investor.nustay.com.
• In writing by using the registration form, which is available on the Company's website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.

Admission cards ordered will be distributed to the email address which has been stated on the registration form.  Admission cards and the related ballot papers must be printed and brought to general meeting. If it is not possible for you to print your admission card and ballot paper, please contact VP Securities A/S by email to vpinvestor@vp.dk.

Proxy
Subject to having requested an admission card, shareholders may attend the general meeting in person or by proxy. Proxies may be submitted by one of the following ways:

• Electronically through the "InvestorPortal" under the menu "Investor" on the Company's website, https://investor.nustay.com.
• In writing by using the proxy form, which is available on the Company's website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.

It is possible to submit either proxy or vote by correspondence, cf. below, but not both.

The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.

Voting by correspondence
Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted by one of the following ways:

• Electronically through the "InvestorPortal" under the menu "Investor" on the Company's website, https://investor.nustay.com.
• In writing by using the voting by correspondence form, which is available on the Company's website, https://investor.nustay.com/investor/#gm. The completed and signed form must be scanned and emailed to VP Securities A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.

Votes by correspondence must be received by VP Securities A/S no later than on Sunday 30 August 2020 at 16:00 (CEST).

It is possible to submit either proxy or vote by correspondence, cf. above, but not both.

Additional information

• The notice to convene the general meeting, including the agenda and the complete proposals;

• The proxy/voting by correspondence form for use in connection with voting by proxy or by correspondence; and
• The aggregated number of shares and voting rights as of the date of the notice to convene the general meeting.

The general meeting will be held in English.

Questions from the shareholders

Shareholders may ask questions regarding the agenda and documents concerning the general meeting in writing prior to the general meeting by ordinary mail to the Company to the address Nyhavn 43B, DK-1051 Copenhagen, or by email to investor@nustay.com.Questions must be received no later than Thursday 27 August 2020.

Personal data
With regards to collection and processing of personal data, reference is made to the Company's information sheet on data protection in connection with general meetings, which is available on the Company's website, https://investor.nustay.com/investor/#gm.

Copenhagen, 14 August 2020

Nustay A/S
The board of directors

Appendix 1: Description of the candidates for the board of directors

Simon Christian Strøjer
Skouboe
Board candidate(current member
Board of the board of directors)
candidate
(current
chairman of
the board
of
directors)
Born 1982 Born 1985

Male Male

Danish Danish
nationality nationality
 
Independent
Independent
Other managerial Other
duties managerial
Simon Skouboe is duties
the chairman of Christian
the board of Strøjer is the
directors in S3E chairman of
ApS, Vigmas A/S, the board of
KPR Towers directors of
Holding ApS and Strøjer Tegl
KPR Towers A/S, Strøjer
A/S.In addition Ler A/S,
to this, Simon Strøjer
Skouboe is a Samlingen A/S,
member of the Strøjer
board of Holding ApS,
directors in Karen & Jørgen
Møllehegnet Strøjer
Holding A/S, Holding ApS
Selskabet af and Strøjer
6.April 2010 Tegl Systems
ApS, Mølledammen A/S.In
4 ApS, Tiger addition to
Infrastructure this,
Pte. Ltd., Christian
Skytem Surveys Strøjer is the
ApS, Telcon A/S, CEO and member
Anpartsselskabet of the board
af 19/12 2008, of directors
Anpartsselskabet in Strøjer
af 5. Januar Capital ApS as
2010, Airborne well as member
Instruments ApS, of the board
Anpartsselskabet of directors
af 30/3 2011, FS in Autooffer
Holding Kolding ApS, Strøjer
ApS, K/S Cars ApS and
Joinflight V, Strøjer
and also the CEO Ejendomme A/S.
in
Anpartsselskabet Former
af 30. august managerial
2017 and JF V duties
ApS. Simon Christian
Skouboe is also Strøjer has
the founder and previously
CEO in SS been a member
Holding Kolding of the board
ApS and partner of directors
in Henne Kirkeby in Melin
Kro I/S and Kong Medical
Hans Kælder I/S. Danmark ApS
and Patientsky
Former Danmark ApS.
managerial
duties Education
Simon Skouboe Christian
has previously Strøjer holds
the chairman of a B.Sc in
the board of business
directors in administration
Restaurant Kong from
Hans Kælder A/S, University of
and also CEO in Southern
SS Holding Denmark.
Kolding 2012 ApS
and Carbon Nano
Europe A/S.In
addition to
this, Simon
Skouboe has been
a member of the
board of
directors in
Mølledammen 2
ApS, Mølledammen
3 ApS,
Møllehegnet
Mallorca ApS,
Ortovision
Composites ApS
and Schou &
Skouboe A/S.

Education Simon
Skouboe has an
MSc in Economics
and Business
Administration
from Copenhagen
Business School.

Mathias Lundø Carl Erik Skovgaard
Nielsen
Board candidate
Board (current member of
candidate(current the board of
member of the directors)
board of
directors)
Born 1989 Born 1958

Male Male

Danish Danish
nationality nationality
 
Independent
Non
-Independent
Other Other managerial duties
managerial Carl Erik Skovgaard is
duties a partner in DLA Piper
Mathias Advokatpartnerselskab
Lundø and chairman of the
Nielsen is board of directors in
the CEO of Cashbackpoint Nordic
Nustay ApS, Cofur ApS,
A/S.In Kulturretur A/S,
addition to SPECTRAS A/S, NRT -
this, Nordisk Røntgen Teknik
Mathias A/S, Servicepoint A/S,
Lundø Bykvalitet ApS, Bedre
Nielsen is By ApS, Fyns Kran
the CEO of Udstyr A/S, Epico-IT
Tech Venture ApS, Multi Køl & Energi
ApS, A/S, DS Triple A/S,
Verified TFD, Total Finans
Hotel Danmark A/S, TFD II,
Booking ApS Total Finans Danmark
and La Dolce A/S, EHJ Holding ApS,
Vita Holding EHJ Energi A/S,
ApS. Ejendomsselskabet MCR
ApS, ProCon Technic
Former A/S, AA Transport
managerial -Service A/S, Alex
duties Andersen. Ølund A/S,
Mathias Danforel Olie & Protein
Lundø A/S, Danforel A/S,
Nielsen has Danforel Holding ApS,
previously Danforel Udstyr A/S,
been a Proby Ingredients A/S,
member of Danaqua ApS, Jytas A/S,
the board of Jytas Udlejning ApS,
directors Carta Autofinans A/S,
and Carta Leasing A/S,
executive Carta Flexleasing A/S,
management Carta Deleleasing A/S,
of Firmainvest A/S,
Scandinavian Firmainvest Holding
E-shopping A/S, Spiger ApS, Passon
ApS, Skycity Solutions ApS, Green
A/S and Cotton Group Denmark
HardCasa A/S, Unisense A/S,
ApS, in Unisense Holding 2 A/S,
which Unisense Enviroment
company the A/S, LACE A/S, LACE
online Holding A/S, Søbohus
fashion Holding ApS, Veksø
store -Taulov Holding ApS,
HardCasa was ALEKSANDER PANTEBREVE
developed A/S, Via Biler A/S, Via
and the Biler Gruppen A/S, Via
webshop Biler Ejendomme ApS,
Danish Innovator A/S,
Street Innovator REC Herning
Fashion ApS, Innovater Rec N1
acquired, A/S, Innovator Rec 1
which were A/S, Innovater Aabyen
both Rec A/S, Innovator Rec
subsequently 3 A/S, Innovator Rec 4
sold in July A/S, Innovator Rec 5
2014. A/S, Ejendomsselskabet
Amalievej ApS, Bjert
Education Private Equity A/S,
Mathias Bjert Invest A/S, Bjert
Lundø Ejendomsudvikling A/S,
Nielsen Bjert Ejendomme A/S,
holds a CBL Design City Vest A/S,
from Henley Bjert Erhvervsejendomme
Business A/S, Bjert
School. In Boligejendomme A/S,
addition, Stutteri Evo ApS, Bjert
Mathias Finans A/S, Bjert
Lundø Trading ApS, Bjert
Nielsen has Holding ApS, SELSKABET
extensive AF 17.01.2014 A/S,
experience SELSKABET AF 21. MAJ
as keynote 2014 A/S, X-Mile ApS, X
speaker on -Mile Holding A/S, R&D
the use of Group A/S, R&D Test
big data in Systems A/S, R&D Tools
the travel and Structures A/S, R&D
market and Engineering A/S,
has given Mileage Book Group A/S,
numerous Mileage Book ApS and
lectures on Aarhus Projekt 1 ApS.
notable tech
conferences In addition to this,
such as Carl Erik Skovgaard is
Blockchain a member of the board
Summit of directors in AMC
London, ITU Lastbiler A/S, ProCon
and TEDx. Group ApS, ProCon Wind
Energy A/S, Alex
Andersen Ølund Holding
A/S, Au2mate A/S,
Jørgen P. Potteplanteri
A/S, ID Hair Company
A/S, Kohsel A/S, Maass
& Co. A/S, Scrouples
A/S, WOCA Denmark A/S,
SuperCore IVS, MBLS
Holding A/S, Den Jyske
Opera, Rhinix ApS,
Patrade A/S,
Skanderborgvej ApS,
Cars A/S, Via Biler
Udlejning A/S,
Dkventure ApS,
Conceptmaking ApS,
Airteam A/S, Airteam
Holding ApS, Airteam
TopCo ApS, Ingemann
Components A/S,
Ingemann A/S af 1989,
Ingemann Supply A/S and
Ingemann Packaging A/S,
and also a director in
athome apartments ApS,
Halmskov ApS,
Advokatanpartsselskabet
SkovSø, RTB Invest ApS,
Ejendomsselskabet
Kirstinehøj 62, Kastrup
ApS, Merian Holding
ApS, CES SH ApS, Jytas
Projekt I ApS, Jytas
Projekt II APS and
Jytas Projekt III ApS.
Education Carl Erik
Skovgaard has a Master
of Law degree from
Aarhus University, and
was admitted to the
Danish Bar in 1985. In
addition to this, Carl
Erik Skovgaard holds a
Diploma in Economics
and Accountancy.