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2016-11-25

Nordic Waterproofing Holding A/S: Notice of Extraordinary General Meeting of Nordic Waterproofing Holding A/S

To the shareholders in Nordic Waterproofing Holding A/S (company
registration (CVR) no. 33 39 53 61), notice is hereby given of the
extraordinary general meeting of Nordic Waterproofing Holding A/S to
be held on Wednesday, 21 December 2016 at 2:00 p.m. CET at the
Company's offices, Drottninggatan 11 in Helsingborg, Sweden.

Proposal of agenda

1. Opening of the meeting and election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination of whether the Meeting has been duly convened
5. Approval of the Agenda
6. Election of new member of the board of directors
7. Authorization to the chairman of the meeting
8. Conclusion of the meeting

The proposals of the board of directors
Item 6.
The board of directors proposes the election of Riitta Palomäki as new
member of the board of directors. Riitta Palomäki is considered
independent in relation to the company, the executive management and
the company's major shareholders according to the Swedish Corporate
Governance Code section 4.4 and 4.5.

Riitta Palomäki is Executive Vice President and CFO of Uponor Oy. Upon
graduation from Turkku School of Economics in 1983, Riitta joined
Strömberg Oy (later acquired by and integrated into ABB) as systems
analyst and systems manager on the IT side. Riitta was the CIO of ABB
Industry Oy 1988-1990. She was promoted to the role as Financial
Director of ABB Service Oy, with responsibility for the financial as
well as the IT side of the business. From 1991 to 1997, Riitta was
Financial Director with ABB Services. After three years at Konecranes
and ABB Finland Oy, respectively, as Financial Director she took on
her first Group CFO role when joining Kuusakoski in 2003. In 2009,
Riitta moved into her current position as CFO of Uponor Oy. Riitta
joined the board of directors of Componenta Oy in 2012 and is the
head of the audit committee.

Information about the new board member proposed and the Nomination
Committee's work is available at www.nordicwaterproofing.com.

Item 7.
The board of directors proposes that the chairman of the general
meeting be authorized to make such minor alterations, amendments or
additions to the resolutions passed by the general meeting and the
application for registration of the resolutions to be filed with the
Danish Business Authority (DK: Erhvervsstyrelsen) as the authority
may require for registration.

Share capital and voting rights
The share capital of Nordic Waterproofing A/S amounts to nominally DKK
24,083,935, divided into shares of nominally DKK 1.00. Each share of
nominally DKK 1.00 entitles the holder to one vote at the general
meeting.

Total number of shares: 24,083,935
Total number of votes: 24,083,935
Registration date, admission cards, proxy and postal vote
Registration date
The shareholders' right to attend and cast their votes at the
company's extraordinary general meeting is determined on the basis of
the number of shares held by the shareholders on the date of
registration.

The date of registration is Wednesday, 14 December 2016.

The number of shares held by each shareholder in the company on the
date of registration is calculated as of the expiry of the
registration date. The calculation will be based on the registration
of shares in the register of shareholders and such duly documented
notifications to the company regarding the acquisition of shares that
have not yet been recorded in the register of shareholders but have
been received by the company before expiry of the registration date.

In order to be recorded in the register of shareholders, information
about shareholdings must be substantiated by the presentation of a
transcript from VP Securities A/S or other similar documentation that
may not be more than one month old. Such documentation must be
received by the company before the expiry of the registration date.

Admission cards
A shareholder or proxy wishing to attend the general meeting must
submit a request for an admission card so that it has been received
by the company no later than Friday, 16 December 2016, at 11.59 p.m.
CET. Admission cards can be requested by submitting the request for
admission card form by regular mail to Nordic Waterproofing Holding
A/S, Drottninggatan 11, SE-251 21 Helsingborg, Sweden or by email
(scanned copy) to egm@nordicwaterproofing.com. The request for
admission card form is attached to this notice as Appendix 1 and is
also available on the website of the company,
www.nordicwaterproofing.com. If an admission card has been lost or
otherwise not received by a shareholder who has submitted a request,
a new admission card can be obtained at the venue of the general
meeting upon presentation of identification.

Proxy
A shareholder may be represented at the general meeting by proxy. The
shareholder who elects to appoint a proxy must submit a proxy form so
that it has been received by the company no later than Friday, 16
December 2016, at 11:59 p.m. CET. The proxy form can be submitted by
regular mail to Nordic Waterproofing Holding A/S, Drottninggatan 11,
SE-251 21 Helsingborg, Sweden or by email (scanned copy) to
egm@nordicwaterproofing.com. The proxy form is attached to this
notice as Appendix 2 and is also available on the website of the
company, www.nordicwaterproofing.com.

Postal vote
A shareholder may vote by post before the general meeting is held. The
shareholder who elect to vote by post must submit his/hers postal
vote so that it has been received by the company no later than
Tuesday, 20 December 2016, at 12 noon CET. The postal vote can be
submitted by regular mail to Nordic Waterproofing Holding A/S,
Drottninggatan 11, SE-251 21 Helsingborg, Sweden or by email (scanned
copy) to egm@nordicwaterproofing.com. The form to be used for voting
by post is attached to this notice as Appendix 2 and is also
available on the website of the company, www.nordicwaterproofing.com.
A vote by post that has been received by the company cannot be
revoked. A postal vote is also biding and cannot be withdrawn if the
shareholder attends the general meeting. Please note that letters may
be in the mail for several days.

Information to shareholders who hold their shares through Euroclear
Sweden AB

The following information is to shareholders who hold their shares
through Euroclear Sweden AB ("Euroclear Sweden").

In order to attend the general meeting and exercise your voting
rights, you must register your voting rights in the register of
shareholders kept by Euroclear Sweden (the "Register of
Shareholders") and complete the admission card form in accordance
with the instructions set out above. If you want to exercise your
voting right by proxy or by postal vote, you must also register your
voting rights in the Register of Shareholders and complete the proxy
or postal vote form (Appendix 2) in accordance with the instructions
set out above.

Registration process for voting rights - Direct-registered holders
Shareholders who hold their shares on an account directly with
Euroclear Sweden, a CSD-account (SE: VP-konto) will automatically be
included in the register of shareholders and do not have to perform
any registration regarding voting rights.

Registration process for voting rights - Nominee-registered holders
To be registered and entitled to vote at the general meeting,
shareholders who hold shares via a nominee must act in accordance
with the instructions set out below:

Nominee-registered shareholders must request the nominee to register
their shares temporarily in their own name in the register of
shareholders. The request for registration of voting rights shall be
submitted to the nominee in sufficient time to allow the registration
to be effective and completed at Euroclear Sweden in due time before
end of business (CET) on 14 December 2016.

Publication of notice
The agenda and the full text of the proposed resolutions are included
in this notice.

This notice, including the agenda and the full text of the proposed
resolutions, information about the total number of shares and votes
on the date of the notice, the request for admission card form, the
proxy form, and the form to be used for voting by post will be
available on 25 November 2016 at www.nordicwaterproofing.com under
Shareholder meetings.

This notice, including the agenda and the full text of the proposed
resolutions, the request for admission card form, the proxy form, and
the form to be used for voting by post will also be sent by email on
25 November 2016 to the registered shareholders who have registered
their email addresses with Nordic Waterproofing Holding A/S in
accordance with article 11.3 of the articles of association.

Majority requirements
The following requirements for adoption of the proposed resolutions
must be fulfilled in order for the proposed resolutions to be
considered adopted:

· The proposed resolutions under items 6 and 7 can be adopted by a
simple majority of votes.

Vejen, 25 November 2016

Board of directors of Nordic Waterproofing Holding A/S

This information was submitted for publication at 1:00 p.m. CET on 25
November 2016.

For further information, please contact:
Anders Antonsson, investor relations
Telephone: +46 709 994 970
E-mail: anders.antonsson@nordicwaterproofing.com

About Nordic Waterproofing
Nordic Waterproofing, in its current form, was established in 2011 by
Axcel, by means of a merger of the Swedish and Danish waterproofing
subsidiaries of Trelleborg AB's and Lemminkäinen Oy's roof
installation businesses. Today, Nordic Waterproofing is one of the
leading providers in the waterproofing market in northern Europe. The
Company provides high-quality products and solutions for
waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the
Netherlands, Poland, the United Kingdom and Germany. In Finland and
in Denmark, through part-owned franchise companies, the Company also
provides installation services. Nordic Waterproofing markets its
products and solutions under nine brands, all with an extensive
heritage, most of which are among the most established and
well-recognized brands in waterproofing in their respective markets,
such as Mataki, Trebolit, Phønix Tag Materialer, Kerabit, Nortett and
SealEco. Nordic Waterproofing is listed in the Mid Cap segment on
Nasdaq Stockholm, with the stock ticker NWG.

For more information about Nordic Waterproofing, visit
www.nordicwaterproofing.com

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