Annual General Meetings
General meetings are convened by the Board of Directors with at least three weeks’ and not more than five weeks’ notice. The notice is published on Nets’ website and sent to all shareholders recorded in Nets’ register of shareholders who have so requested. All documents relating to a general meeting are published on Nets’ website at least three weeks prior to the general meeting.
The annual general meeting of Nets will be held each year before the end of April. Among other things, the annual general meeting approves the annual report and elects the members of the board of directors as well as the auditor of the company. Every shareholder is entitled to have a specific subject considered at the annual general meeting if such proposal is submitted in writing to the Board of Directors not later than six weeks prior to the annual general meeting.
Resolutions at a general meeting will generally be passed by a simple majority of votes unless a higher majority is required under Nets’ Articles of Association or the Danish Companies Act, e.g. a resolution to amend the Articles of Association of Nets will require that at least two thirds of the votes cast and the share capital represented at the general meeting votes in favour of the proposal.
A shareholder’s right to attend and vote at a general meeting is determined by the shares owned at the record date, which is one week prior to the general meeting. A shareholder who is entitled to and wishes to attend the general meeting shall request an admission card not later than three days prior to the date of the general meeting.
A shareholder may attend in person or by proxy and the shareholder or the proxy may attend together with an adviser. The right to vote may be exercised by a written and dated instrument of proxy in accordance with applicable laws. A shareholder may also choose to vote by postal vote. Such postal votes shall be received by Nets not later than the business day before the general meeting.
General meetings are held in Danish but the Board of Directors may decide to offer simultaneous interpretation into English. Documents prepared in connection with a general meeting shall be in English and to the extent required by law or if decided by the Board of Directors, in Danish.