Kurs & Likviditet
Beskrivning
Land | Nederländerna |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2023-07-07 08:00:00
TO:
ALL SHAREHOLDERS OF THE KINGFISH COMPANY N.V.
Kats, 7 July 2023
Re: Convening notice, agenda with explanatory notes and proxy for the
extraordinary general meeting of The Kingfish Company N.V.
Dear Shareholder,
On behalf of the supervisory board (the "Board") we herewith invite you to an
extraordinary general meeting of The Kingfish Company N.V., a limited liability
company (naamloze vennootschap), having its statutory seat (zetel) and offices
at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands, registered with the trade
register of the Dutch Chamber of Commerce under number 64625060 (the "Company").
The extraordinary general meeting of the Company is to be held at the offices of
the Company at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands, on 24 July 2023
at 14.00 hours (CEST) ("EGM").
GENERAL INFORMATION
Meeting documents
The agenda with explanatory notes thereto, as well as the EGM documents and
verbatim text of the proposed amendment of the articles of association of the
Company, are available on the Company's website (www.the-kingfish-company.com)
as from today. These documents are also available, free of charge, for
inspection at the offices of the Company at Oost-Zeedijk 13, 4485 PM Kats, the
Netherlands.
Record date
For purpose of the EGM, those persons who are registered with the Norwegian
Central Securities Depository ("VPS") as shareholder in the Company per 26 June
2023 (after processing of settlements on that date in the VPS) ("Record Date")
are entitled to attend, speak and if applicable vote at the EGM, regardless of
whether the shares in the Company are still held by them at the date of the EGM.
Attendance EGM
All shareholders, persons with meeting rights or their proxies who wish to
attend and speak at the EGM are required to register their intention to attend
the EGM by sending a notification to m.palstra@kingfish-zeeland.com, no later
than 19 July 2023, 12.00 hours (CEST). All persons wishing to attend the EGM,
should be able to identify themselves at the EGM by means of valid passport,
identity card or driver's license. The Company may ask the relevant person for
additional details, including evidence of participation entitlement.
Registration and identification at the venue
Registration for admission to the EGM will take place at the registration desk
at the meeting venue between 13.30 CET and the commencement of the EGM on 24
July 2023. It is not possible to register after this time. Attendees will be
asked to produce proof of identity (together with, if applicable, a written
proxy and, in case of a legal persons/entity, evidence of the authority of the
person) and may be declined access in case such proof is not produced. The
Company may ask the relevant person for additional details, including evidence
of participation entitlement.
Live voting and voting in advance
Registered shareholders or their proxies will be allowed to cast their vote
during the meeting.
Further, shareholders or other persons with voting rights who wish to cast their
votes in advance may send their votes to DNB Bank ASA by sending such votes to
vote@dnb.no, no later than 19 July 2023, 12.00 hours (CEST).
Proxy voting procedure
Shareholders or other persons with voting rights that will not be attending the
EGM (either in person or by proxy), but nonetheless wish to participate in the
decision-making process, may grant a proxy to Marieke Palstra, the Company's
Investor Relation Manager. By providing the proxy voting instruction, such
person grants a proxy to vote on the shares at the EGM in accordance with the
instructions. To that effect, the shareholder or other person with voting rights
must submit a duly completed and signed proxy voting instruction form to DNB
Bank ASA, by sending the proxy voting instruction form to vote@dnb.no, by no
later than 19 July 2023, 12.00 hours (CEST). The proxy voting instruction form
is published with this convening notice at the Company's website
(www.the-kingfish-company.com) and through the Company's stock exchange notice
calling the EGM as published on www.newsweb.no. This proxy can also be obtained
from DNB Bank ASA by sending a request to that end to vote@dnb.no and can also
be obtained from the Company by sending a request to that end to
m.palstra@kingfish-zeeland.com.
Questions
Shareholders or other persons with meeting rights may submit questions relating
to the EGM agenda items prior to the EGM. Questions must be delivered to Marieke
Palstra, the Company's Investor Relation Manager, by email to
m.palstra@kingfish-zeeland.com, no later than 19 July 2023, 12.00 hours (CEST).
The Board shall try to answer these questions during the EGM. The answers to the
questions shall be included in the minutes of the EGM, which will be published
on the Company's website (www.the-kingfish-company.com) as soon as possible
after the EGM.
AGENDA WITH EXPLANATORY NOTES
The EGM will be opened by the chairman of the Board, or in his absence by a
person so designated by the Board. Failing such appointment by the Board, the
EGM may elect the chairman of the EGM.
The chairman of the EGM will, prior to the EGM, make a record of persons
registered with VPS as shareholder who have submitted (i) proxy voting
instructions through DNB Bank ASA and (ii) have cast their votes in advance.
The agenda for the EGM is as follows:
1. OPENING AND ANNOUNCEMENTS
2. AUTHORISATION OF THE BOARD TO ISSUE SHARES AND/OR GRANT RIGHTS TO SUBSCRIBE
FOR SHARES AND EXCLUDE PRE-EMPTION RIGHTS (Resolution)
Reference is made to the Company's stock exchange announcement published on
www.newsweb.no on 5 July 2023, (https://newsweb.oslobors.no/message/594763) (the
"Announcement") regarding the Company's raise of an EUR 32 million unsecured
convertible loan by existing key shareholders and Ocean 14 Capital Fund (the
"Convertible Loan"). The Announcement sets out the material key terms of the
Convertible Loan.
In order to enable the Company to perform its obligation under the Convertible
Loan, it is proposed to:
(i) designate the Board, in accordance with Section 2:96 of the Dutch Civil
Code, as the corporate body authorized to resolve on the issuance and/or the
granting of rights to subscribe for shares in the capital of the Company