Agenda

1.                  Election of members to the board of directors

2.                  Authorisations to the board of directors to increase the share capital of the Company

2.a                    Authorisation to the board of directors to increase the share capital at market price with pre-emption rights for existing shareholders

2.b                    Authorisation to the board of directors to increase the share capital at market price without pre-emption rights for existing shareholders

2.c                     Authorisation to the board of directors to issue convertible debt instruments at market price without pre-emption rights for existing shareholders

2.d                    Authorisation to the board of directors to increase the share capital at a rate discounted to the market price with pre-emption rights for existing shareholders

2.e                    Authorisation to the board of directors to increase the share capital at a rate discounted to the market price without pre-emption rights for existing shareholders

2.f                      Authorisation to the board of directors to issue convertible debt instruments at a rate discounted to the market price without pre-emption rights for existing shareholders

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Items on the agenda, including complete proposals

Item 1: Election of members to the board of directors

The board of directors proposes to elect Christian Strøjer and Mathias Lundø Nielsen to the board of directors.

The board of directors proposes election of Christian Strøjer who is a major shareholder in the Company and has almost 10 years of experience in the tech industry.

Further, the board of directors proposes election of Mathias Lundø Nielsen, CEO and Founder of the Company, to the board of directors. Mathias brings with him knowledge of every aspect of the Company and its industry and is proposed to join as interim Member of the Board until the final composition of the Board is in place.

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 2: Authorisations to the board of directors to increase the share capital of the Company
The board of directors has proposed a number of resolutions to the shareholders at the extraordinary general meeting increasing the board of directors' current authorisations to issue shares or convertible debt instruments. The proposals are motivated by the need to create further flexibility for the board of directors for raising additional capital of approx. DKK 35 million to repay the Company's outstanding debt, rebuild the cash-buffer and finance further growth.

The board of directors proposes that the board of directors is authorised until 31 December 2020 to increase the Company's share capital as follows:

2.a    Increase of authorisation to the board of directors to increase the share capital at market price with pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.1 of the articles of association to increase the Company's share capital at market price in one or more issues of new shares with pre-emption rights for the Company's existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution. 

2.b   Authorisation to the board of directors to increase the share capital at market price without pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.2 of the articles of association to increase the Company's share capital at market price in one or more issues of new shares without pre-emption rights for the Company's existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution or conversion of debt. 

2.c    Authorisation to the board of directors to issue convertible debt instruments at market price without pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.3 of the articles of association to issue convertible debt instruments in one or more issues which may be converted in to share capital of up to a total nominal value of nominally DKK 728,826.60 from previously DKK 145,765.32. The subscription shall take place without pre-emption rights for the existing shareholders. Further, the subscription and conversion price shall be determined by the board of directors as the market price at the time of conversion or as a price equal to or above market price at the time of the decision to issue the convertible debt instruments.

2.d    Authorisation to the board of directors to increase the share capital at a rate discounted to the market price with pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.4 of the articles of association to increase the Company's share capital at a rate discounted to the market price in one or more issues of new shares with pre-emption rights for the Company's existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution.

2.e    Authorisation to the board of directors to increase the share capital at a rate discounted to the market price without pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.5 of the articles of association to increase the Company's share capital at a rate discounted to the market price in one or more issues of new shares without pre-emption rights for the Company's existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution or conversion of debt.

2.f     Authorisation to the board of directors to issue convertible debt instruments at a rate discounted to the market price without pre-emption rights for existing shareholders

Increase of the authorisation to the board of directors in article 4.6 of the articles of association to issue convertible debt instruments in one or more issues which may be converted in to share capital of up to a total nominal value of DKK 728,826.60 from previously DKK 145,765.32. The subscription shall take place without pre-emption rights for the existing shareholders. Further, the subscription and conversion price may be determined by the board of directors as a rate discounted to the market price at the time of conversion or as a price at a rate discounted to the market price at the time of the decision to issue the convertible debt instruments.

All shares issued in accordance with the authorisations proposed under item 2.a to 2.f above to be updated in article 4 of the Company's articles of association shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, and shall in every respect carry the same rights as the existing shares. Further, the board of directors is authorised to determine the terms of capital increases made under article 4 and to implement any such amendments to the articles of association as may be necessitated by an exercise of the authorisations in the new articles 4.1 - 4.6.

To the extent one or more of the authorisations are adopted by the extraordinary general meeting in accordance with the proposals set out item 1.a-1.f herein, the board of directors' authorisations in item 4 of the articles of associations cannot in total exceed nominally DKK 728,826.60 corresponding to 100 % of the Company's registered share capital at the time of the extraordinary general meeting.

Re items 2.a - 2.f: Proposed amendments to the articles of association

Adoption of the proposals in items 2.a - 2.f will, subject to adoption of the proposals, result in updated articles 4.1-4.8 with the following wording:

4 Bemyndigelse til Authorisation for capital increases
kapitalforhøjelser
4.1 Bestyrelsen er i In the period until 31 December 2020, the Board
perioden indtil den of Directors is authorised to increase the
31. december 2020 Company's share capital in one or more issues
bemyndiget til med of new shares with pre-emption rights for the
fortegningsret for Company's existing shareholders by up to
Selskabets nominally DKK 728,826.60. The capital increase
eksisterende shall take place at market price by way of cash
aktionærer at forhøje contribution.
Selskabets
aktiekapital ad én
eller flere gange med
i alt op til nominelt
DKK 728.826,60.
Kapitalforhøjelsen
skal ske til
markedskurs og skal
ske ved kontant
betaling.
4.2 Bestyrelsen er i In the period until 31 December2020, the Board
perioden indtil den of Directors is authorised to increase the
31. december 2020 Company's share capital in one or more issues
bemyndiget til uden of new shares without pre-emption rights for
fortegningsret for the Company's existing shareholders by up to
Selskabets nominally DKK 728,826.60. The capital increase
eksisterende shall take place at market price by way of cash
aktionærer at forhøje contribution or conversion of debt.
Selskabets
aktiekapital ad én
eller flere gange med
i alt op til nominelt
DKK 728.826,60.
Kapitalforhøjelsen
skal ske til
markedskurs og skal
ske ved kontant
betaling eller
konvertering af gæld.
4.3 Bestyrelsen er i In the period until 31 December 2020, the Board
perioden indtil den of Directors is authorised to raise loans in
31. december 2020 one or more occasions against the issuance of
bemyndiget til at convertible debt instruments with a right for
optage lån ad én eller the lender(s) to convert the claim into shares
flere gange mod with a total nominal value of DKK 728,826.60. A
udstedelse af convertible debt instrument may be raised in
konvertible DKK or the equivalent in foreign currency.
gældsbreve, der af Convertible debt instruments shall be raised
långiver(ne) kan against payment in cash. The subscription shall
konverteres til nye take place without pre-emption rights for the
aktier med en Company's existing shareholders. The
pålydende værdi på subscription and conversion price shall be
indtil i alt nominelt determined by the board of directors as the
DKK 728.826,60. market price at the time of conversion or as a
Konvertible gældsbreve price equal to or above market price at the
kan optages i danske time of the decision to issue the convertible
kr. eller et debt instruments. The board of directors
tilsvarende beløb i determines the specific terms and conditions
udenlandsk valuta. governing the convertible debt instruments.The
Konvertible gældsbreve board of directors is authorised to adopt the
skal tegnes mod share capital increases related to convertible
kontant betaling. debt instruments issued pursuant to this
Tegningen skal ske article 4.3.
uden fortegningsret
for Selskabets
eksisterende
aktionærer. Tegnings-
og konverteringsprisen
fastsættes af
bestyrelsen som
markedsprisen på
tidspunktet for
konvertering eller som
en pris svarende til
eller over
markedsprisen på
tidspunktet for
beslutningen om at
udstede de konvertible
gældsbreve.
Bestyrelsen fastlægger
de nærmere vilkår og
betingelser for de
konvertible
gældsbreve.Bestyrelsen
er bemyndiget til at
vedtage
kapitalforhøjelserne
forbundet med
konvertible gældsbreve
udstedt i henhold til
dette pkt. 4.3.
4.4 Bestyrelsen er i In the period until 31 December 2020, the Board
perioden indtil den of Directors is authorised to increase the
31. december 2020 Company's share capital in one or more issues
bemyndiget til med of new shares with pre-emption rights for the
fortegningsret for Company's existing shareholders by up to
Selskabets nominally DKK 728,826.60. The capital increase
eksisterende may take place at a rate discounted to the
aktionærer at forhøje market price and shall take place by way of
Selskabets cash contribution.
aktiekapital ad én
eller flere gange med
i alt op til nominelt
DKK 728.826,60.
Kapitalforhøjelsen kan
ske til favørkurs og
skal ske ved kontant
betaling.
4.5 Bestyrelsen er i In the period until 31 December2020, the Board
perioden indtil den of Directors is authorised to increase the
31. december 2020 Company's share capital in one or more issues
bemyndiget til uden of new shares without pre-emption rights for
fortegningsret for the Company's existing shareholders by up to
Selskabets nominally DKK 728,826.60. The capital increase
eksisterende may take place at a rate discounted to the
aktionærer at forhøje market price and shall take place by way of
Selskabets cash contribution or conversion of debt.
aktiekapital ad én
eller flere gange med
i alt op til nominelt
DKK 728.826,60.
Kapitalforhøjelsen kan
ske til favørkurs og
skal ske ved kontant
betaling eller
konvertering af gæld.
4.6 Bestyrelsen er i In the period until 31 December 2020, the Board
perioden indtil den of Directors is authorised to raise loans in
31. december 2020 one or more occasions against the issuance of
bemyndiget til at convertible debt instruments with a right for
optage lån ad én eller the lender(s) to convert the claim into shares
flere gange mod with a total nominal value of DKK 728,826.60. A
udstedelse af convertible debt instrument may be raised in
konvertible DKK or the equivalent in foreign currency.
gældsbreve, der af Convertible debt instruments shall be raised
långiver(ne) kan against payment in cash. The subscription shall
konverteres til nye take place without pre-emption rights for the
aktier med en Company's existing shareholders. The
pålydende værdi på subscription and conversion price may be
indtil i alt nominelt determined by the board of directors as a rate
DKK 728.826,60. discounted to the market price at the time of
Konvertible gældsbreve conversion or as a price equal to a rate
kan optages i danske discounted to the market price at the time of
kr. eller et the decision to issue the convertible debt
tilsvarende beløb i instruments. The board of directors determines
udenlandsk valuta. the specific terms and conditions governing the
Konvertible gældsbreve convertible debt instruments.The board of
skal tegnes mod directors is authorised to adopt the share
kontant betaling. capital increases related to convertible debt
Tegningen skal ske instruments issued pursuant to this article
uden fortegningsret 4.3.
for Selskabets
eksisterende
aktionærer. Tegnings-
og konverteringsprisen
kan fastsættes af
bestyrelsen som
favørkurs på
tidspunktet for
konvertering eller som
en pris svarende til
favørkurs på
tidspunktet for
beslutningen om at
udstede de konvertible
gældsbreve.
Bestyrelsen fastlægger
de nærmere vilkår og
betingelser for de
konvertible
gældsbreve.Bestyrelsen
er bemyndiget til at
vedtage
kapitalforhøjelserne
forbundet med
konvertible gældsbreve
udstedt i henhold til
dette pkt. 4.3.
4.7 De kapitalforhøjelser, The capital increases the board of directors is
som bestyrelsen er authorised to perform in accordance with
bemyndiget til at article 4.1 - 4.6 cannot exceed nominally DKK
foretage i henhold til 728,826.60 in total.
pkt. 4.1 - 4.6 kan
ikke samlet overstige
nominelt DKK
728.826,60.

4.8 Nye aktier udstedt i Shares issued in accordance with article 4
henhold til pkt. 4 shall be issued in the name of the holder and
skal lyde på navn og registered in the Company's register of
noteres i Selskabets shareholders, be fully paid up, be negotiable
ejerbog, indbetales instruments, and shall in every respect carry
fuldt ud, være the same rights as the existing shares. The
omsætningspapirer og i board of directors is authorised to determine
enhver anden henseende the terms of capital increases made under
have samme rettigheder article 4 and to implement any such amendments
som de eksisterende to the articles of association as may be
aktier. Bestyrelsen er necessitated by an exercise of the
bemyndiget til at authorisations in articles 4.1 - 4.6.
fastsætte de nærmere
vilkår for
kapitalforhøjelser,
der gennemføres i
henhold til pkt. 4 og
til at foretage de
ændringer i Selskabets
vedtægter, der måtte
være nødvendige som
følge af bestyrelsens
udnyttelse af
bemyndigelserne i pkt.
4.1 - 4.6.

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Majority requirements
The proposals on the agenda in items 1 shall be adopted by a simple majority of votes cast and the proposals on the agenda in items 2.a-2.d shall be adopted by 2/3 majority of votes cast as well as of the share capital represented at the extraordinary general meeting. The proposals on the agenda in items 2.e-2.f shall be adopted by 9/10 majority of votes cast as well as of the share capital represented at the extraordinary general meeting.

Share capital

At the time of the notice of the general meeting, the Company's nominal share capital is DKK 728,826.60, 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 Friday 13 December 2019.

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 Monday 16 December 2019 at 23:59 (CET).

Admission cards for the general meeting may be obtained 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 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 Investor Services A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Investor Services 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 Investor Services 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 Investor Services A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.

Proxy forms must be received by VP Investor Services A/S no later than on Monday 16 December 2019 at 23:59 (CET).

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 Investor Services A/S either by email to vpinvestor@vp.dkor by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark.

Votes by correspondence must be received by VP Investor Services A/S no later than on Thursday 19 December 2019 at 16:00 (CET). 

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

Additional information

Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company's website, https://investor.nustay.com, including:

-          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 may be submitted in writing prior to 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 Monday 16 December 2019.

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, 5 December 2019

Nustay A/S
The board of directors  

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

Christian Strøjer
Board candidate
(proposed as new member of the board of directors)

Born 1985
Male
Danish nationality
Independent

Other managerial duties
Christian Strøjer is the chairman of the board of directors of Strøjer Tegl A/S, Strøjer Ler A/S, Strøjer Samlingen A/S, Strøjer Holding ApS, Karen & Jørgen Strøjer Holding ApS and Strøjer Tegl Systems A/S.

In addition to this, Christian Strøjer is the CEO and member of the board of directors in Strøjer Capital ApS as well as member of the board of directors in Autooffer ApS, Strøjer Cars ApS and Strøjer Ejendomme A/S.
Former managerial duties
Christian Strøjer has previously been a member of the board of directors in Melin Medical Danmark ApS and Patientsky Danmark ApS.

Education
Christian Strøjer holds a B.Sc in business administration from University of Southern Denmark.

Ownership
Christian Strøjer holds 1,210,969 shares in Nustay A/S, corresponding to 6.65 % of Nustay's nominal share capital, through his wholly-owned company Strøjer Capital ApS.

Mathias Lundø Nielsen
Board candidate
(proposed as new member of the board of directors)

Born 1989
Male
Danish nationality
Non-Independent

Other managerial duties
Mathias Lundø Nielsen is the CEO of Nustay A/S.

In addition to this, Mathias Lundø Nielsen is the CEO of Tech Venture ApS, Verified Hotel Booking ApS and La Dolce Vita Holding ApS.

Former managerial duties
Mathias Lundø Nielsen has previously been a member of the board of directors and executive management of Scandinavian E-shopping ApS, Skycity A/S and Selskabet af 3. Oktober 2013 ApS (formerly HardCasa ApS), in which company the online fashion store HardCasa was developed and the webshop Danish Street Fashion acquired, which were both subsequently sold in July 2014.

Education
Mathias Lundø Nielsen holds a CBL from Henley Business School. In addition, Mathias Lundø Nielsen has extensive experience as keynote speaker on the use of big data in the travel market and has given numerous lectures on notable tech conferences such as Blockchain Summit London, ITU and TEDx.

Ownership
Mathias Lundø Nielsen holds 2,523,131 shares in Nustay A/S, corresponding to 13.85 % of Nustay's nominal share capital, through his wholly-owned company La Dolce Vita Holding ApS.