Notice convening the Annual General Meeting of Dampskibsselskabet NORDEN A/S

ANNOUNCEMENT NO. 31 - 18 FEBRUARY 2025

18 February 2025

Notice is hereby given that the annual general meeting will convene in

Dampskibsselskabet NORDEN A/S

at 2.00 p.m. CET on Wednesday 12 March 2025

The annual general meeting will be held as a fully electronic general meeting. It will only be possible to attend the general meeting electronically. To attend the general meeting shareholders must register as set out in this notice.

AGENDA:

 A. The Board of Directors' report on the activities of the Company during the past year.

 B. Resolution for adoption of the audited Annual Report.

 C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report.

 D.  Election of members for the Board of Directors.

  E.  Appointment of state authorised public accountant and sustainability auditor.

 F. Proposals from the Board of Directors for: 

1. Remuneration Report 2024 for indicative ballot.

2. Authorisation to purchase treasury shares.

3. Amendments to the Articles of Association:
    

1. Reduction of the share capital (article 4.1)
2. Amendment to the quorum rules in connection with capital reduction (article 10.2)
3. Authority to issue new shares (articles 4.2-4.4)

4. Remuneration Policy for approval.

G. Any other business.

Re. Item B on the agenda: Approval of the audited Annual Report.

The Board of Directors proposes that the audited Annual Report for 2024 is approved.

Re. item C on the agenda:  Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report.

The Board of Directors proposes that profits be distributed as follows:

Re. item D on the agenda: Election of members for the Board of Directors 

The Board of Directors proposes re-election of:

 Klaus Nyborg

 Johanne C F Riegels  

 Robert Hvide Macleod

 Vibeke Bak Solok

 Ian McIntosh

As new member of the Board of Directors, NORDEN nominates:

 Jakob Groot 

Motivation for the nomination of Jakob Groot:

Jakob Groot is a Danish citizen and is partner in Copenhagen Infrastructure Partners (CIP), one of the largest dedicated renewables investment firms in the world. Prior to his current position, Jakob was a member of the Executive Management and head of Corporates and Institutions in Danske Bank. Jakob is an experienced executive having held senior roles throughout the last two decades. He has significant international exposure from his prior role at Danske Bank, but also Royal Bank of Scotland (RBS), ABN AMRO, UniCredit and currently in CIP. This includes experience from Asia, Europe, and the US. Moreover, he has throughout his time sat on various boards including as Deputy Chairman for the International Bankers' Association in Japan, and as a Board Member of Realkredit Danmark's board. Jakob graduated as an economist in 1993 from the University of Copenhagen. Jakob resides in Copenhagen.

Information on all candidates can be found in appendix A, on NORDEN's website www.norden.com and for present members of the Board of Directors also in the Annual Report for 2024.

Re. item E on the agenda: Appointment of state-authorised public accountant and sustainability auditor

The Board of Directors proposes re-election of EY Godkendt Revisionspartnerselskab, CVR nr. 30700228, for the purpose of mandatory financial and sustainability reporting.

Rationale: In accordance with the recommendations of the Audit Committee the Board of Directors proposes re-election of EY Godkendt Revisionspartnerselskab, CVR nr. 30700228. The Audit Committee has not been influenced by third parties and has not been governed by any third-party agreement restricting the annual general meeting's election to certain auditors or audit companies.

Re. item F.1 on the agenda: Remuneration Report 2024 for indicative ballot

The Board of Directors proposes that the Remuneration Report 2024 (appendix B) be adopted by the annual general meeting. The Remuneration Report has been prepared in accordance with the requirements of section 139b of the Danish Companies Act and describes remuneration awarded or due during 2024 to the members of the Board of Directors and the Executive Management of Dampskibsselskabet NORDEN A/S.

Re. item F.2 on the agenda: Authorisation to purchase treasury shares

Proposal by the Board of Directors to authorise the Board of Directors to let the Company purchase treasury shares in the period from the annual general meeting 2025 and until next year's annual general meeting at a total nominal value not exceeding 15% of the share capital at the market price applicable at the time of acquisition with a deviation of up to 10%.

Rationale: The Company applies share buy-back programmes to supplement dividends for adjustment of the Company's capital structure.

Re. item F.3 on the agenda: Amendment of Articles of Association (Appendix C)

F.3.a Reduction of share capital

Proposal by the Board of Directors for a reduction of the Company's share capital by nominally DKK 1,000,000 through cancellation of 1,000,000 treasury shares.

The Company's total purchase price for the treasury shares has been calculated using the average price method and constitutes DKK 313,235,011, corresponding to an average price of DKK 313.24 per share of nominally DKK 1 each. This means that in addition to the nominal capital reduction an amount of DKK 313,235,011 has been paid to the shareholders.

Before the share capital reduction is completed, the Company's creditors will be invited to notify claims as stipulated in section 192 of the Danish Companies Act. The share capital reduction will be finally completed following the expiry of the date applicable for notification of claims, provided that the Board of Directors continue to deem the share capital reduction prudent.

In connection with the completion of the share capital reduction, Article 4.1 of the Articles of Association will be amended as follows:

"The Company's share capital is DKK 31,000,000, divided into shares of DKK 1.00 each."

Rationale: The share buy-back program was initiated to adjust the capital structure of the Company pursuant to Regulation 596/2014/EU and Delegated Regulation 2016/1052/EU. The proposed share capital reduction is mandatory to complete the adjustment of the capital.

F.3.b Amendment to the quorum rules in connection with capital reduction (article 10.2)

Proposal by the Board of Directors to amend the quorum rules so that proposed capital reductions can be passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the general meeting, but that the requirement that at least two-thirds of the voting share capital is represented at the general meeting is waived.

According to the current Articles of Association, a decision to reduce the Company's share capital and the resulting amendment to article 4.1 of the Articles of Association requires that at least two-thirds of the voting share capital is represented at the general meeting, and that the decision is also passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the general meeting.

As a result, it its proposed that the Articles of Association be amended so that "article 4.1" is added in the first sentence of article 10.2:

"Resolutions to amend articles 2.1, 4.1, 5.5, 5.6 and 5.7 require that the resolution be passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the general meeting."

Rationale: In the previous four years, it has been decided to reduce the Company's share capital. At the ordinary general meetings, it has not been possible to establish the necessary quorum of at least two-thirds of the voting share capital. Therefore, the decisions have been made at subsequent extraordinary general meetings. In all cases, the general meeting held the year before the capital reduction gave the board the authority to acquire own shares with the aim of adjusting the Company's capital structure. The capital reduction itself can therefore rightly be seen as a logical consequence of the authorisation. In this light, and since there has been no trace of dissatisfaction among the shareholders, the inconvenience and expense of holding extraordinary general meetings solely for this purpose do not seem to be justifiable.

F.3.c Authority to issue new shares (articles 4.2-4.4)

The Board of Directors propose that the existing authorisation to increase the share capital once or several times be reduced to a nominal amount of DKK 4,000,000 and extended from March 26, 2025, to March 28, 2029.

As a result, it is proposed that the articles of association be amended so that "DKK 4,220,000" is replaced by "DKK 4,000,000" and "March 26, 2025" is replaced by "March 28, 2029" in sections 4.2-4.4.

Rationale: Pursuant to section 155, subsection 1 of the Danish Companies Act, the general meeting may, by provision in the articles of association, authorise the Board of Directors to increase the share capital. The authorisation may be granted for one or more periods of up to 5 years at a time. Previously, the Board of Directors has been granted such an authorisation, which, however, expires on March 26, 2025. The Board of Directors sees this option as an important capital resource tool, although it has not been used under the current authorisation.

Re. item F.4 on the agenda: Remuneration Policy

The Board of Directors and the Remuneration Committee have conducted a general review of the Company's remuneration policy and, on this basis, propose a number of adjustments, including:

-          Update of the introduction to the Remuneration Policy to reflect Norden's current strategy and goals, which are supported by the Remuneration Policy.

-          Clarification that members of the Executive Management may receive pension contributions as part of the annual salary.

-          Expansion of the possibility of awarding short-term incentives to the Executive Management in the form of other means than cash bonuses to be able to compose short-term incentives in a way that best supports Norden's short-term strategy.

-          Clarification that in accordance with Norden's strategy the Board of Directors can also set KPIs within ESG and sustainability, and that revenue is replaced by return on invested capital as a possible criterium for grant of bonus.

-          To simplify the remuneration policy and ensure sufficient flexibility to compose the Executive Management's remuneration package in the best possible way, it is proposed to maintain the size limitation on the individual remuneration components but remove the targets for the bonus size. This will, in accordance with the Danish Companies Act, continue to be disclosed in the remuneration report.

-          As Norden's long-term incentives currently consist solely of restricted shares, it is proposed that the remuneration policy section be updated so that the possibility of granting share options is maintained, but the provisions on this are reduced. Should it become relevant to grant share options, the Board of Directors will consider whether the Remuneration Policy should be expanded to reflect any new long-term incentive programs.

-          The vesting period for restricted shares is adjusted in accordance with Norden's new broader employee share program, after which restricted shares vest over three years with one-third annually.

-          It is clarified that in certain situations, members of the Executive Management may retain the right to receive shares upon termination of employment (so-called "good leaver" situations).

-          Specification of the Board of Directors' right to deviate from the Remuneration Policy in extraordinary cases in order to increase transparency towards shareholders.

-          Various technical or linguistic corrections and consequential corrections resulting from the Board of Directors' proposal above.

The proposed updated Remuneration Policy is attached as Appendix D.

Size of share capital and voting rights:

The Company's share capital is DKK 32,000,000 divided into shares of DKK 1 each. Each share of DKK 1 will carry one vote at the general meeting. Any shareholder is entitled to attend the Company's general meeting if the shareholder has been entered into the Company's register of shareholders on Wednesday 5 March 2025 at 11.59 p.m. CET or has at this time notified and produced evidence of his/her shareholding to the Company with a view to being entered into the register of shareholders and if, the shareholder has confirmed attendance no later than Friday 7 March 2025 at 11.59 p.m. CET.

Any shareholder is entitled to vote at the general meeting if he/she has confirmed his/her attendance and if he/she has been entered as a shareholder into the Company's register of shareholders on Wednesday 5 March 2025 or has at this time notified and produced evidence of his/her shareholding to the Company with a view to being entered into the register of shareholders.

Shareholders owning Norden shares through a nominee, shall exercise their voting rights through the nominee structure. This entails that potential votes, including change of votes sent by way of proxy votes, must be sent to the Company by the relevant nominee.

Vote by mail and Proxy

You may grant proxy to a third party or to the Chairman of the Board of Directors to vote on your behalf if you are unable to attend the general meeting. Forms are available from the Company's website www.norden.com.

Grant of proxy and vote by mail can also be done via the Shareholder Portal on the Company's website.

Proxies or votes by mail must reach Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, or by email gf@computershare.dk or registered in the Shareholder Portal no later than Friday 7 March 2025 at 11.59 p.m. CET.

Majority requirement:

Adoption of proposals under items B, C, D, E, F1, F2 and F4 of the agenda takes place by simple majority vote.

Adoption of the proposals under items F3.a-c require representation of at least two-thirds of the voting share capital at the general meeting and that the resolution is passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the general meeting. If the above-mentioned voting share capital is not represented at the general meeting in question, but two-thirds of the votes cast as well as of the voting share capital represented at the general meeting have adopted the resolution, the Board of Directors shall convene an extraordinary general meeting, at which meeting the proposed resolution may be adopted by two-thirds of both the votes cast and the voting share capital represented, irrespective of the proportion of share capital represented.

In accordance with article 10.2 of the Articles of Association, notice is hereby given that such subsequent extraordinary general meeting will convene, please see below under Extraordinary general meeting.

Documents of the general meeting:

The following material for the annual general meeting is available for inspection by the shareholders at the Company's office and will be available from the Company's website, www.norden.com no later than Tuesday 18 February 2025:

(1) the notice with appendices,

(2) the total number of shares and voting rights on the date of the notice,

(3) the documents which are presented at the general meeting, including the audited Annual Report,

(4) the agenda and the complete proposals and  

(5) forms for proxy and voting by mail.

Attending the electronic general meeting:

Any registered shareholder who has requested this will receive the agenda including the complete proposals as well as the attendance form and forms for proxy and voting by mail.

To attend the electronical general meeting, the shareholders must register through the shareholders portal no later than on Friday 7 March 2025 at 11.59 p.m. CET.

You can attend using your computer, tablet or smartphone. WE RECOMMEND that you use your computer or tablet for best experience. Online participation allows you to view a live webcast of the meeting, view slides in either English or Danish (kindly note that the general meeting will be in Danish), ask questions (via chat) and submit your votes in real time.

Please note that you will need the latest versions of Chrome, Safari, Edge or Firefox. We recommend that you test your browser's compatibility by logging in early. You can log in one hour before the meeting starts.

Access

• Open your webbrowser and go to the webpage meetnow.global. Choose country (Denmark) or search for company name from the list of electronic meetings.

• Click on the meeting you wish to attend.

• From the login screen choose "Shareholder"  and enter your username and password from the access card you have downloaded/received by e-mail upon registration in the shareholder portal.

• Click "JOIN MEETING NOW".

If you experience login problems, please click "help".

Kindly note that guests can neither pose questions nor vote.

- - o0o - -

Appendices:

A: Proposed candidates for the Board of Directors

B: Remuneration Report

C: Updated Articles of Association

D: Updated Remuneration Policy

E: 5 years' key figures and financial ratios

Extraordinary general meeting:

In accordance with the Articles of Association, the Board of Directors may convene two general meetings at the same time when amendments to the Articles of Association requiring a special quorum, are proposed.

Consequently, the Board of Directors hereby gives notice that an extraordinary general meeting will convene on

Friday, 21 March 2025 at 11:00 a.m. CET

The extraordinary general meeting will be held as a completely electronic general meeting and participation in the extraordinary general meeting will solely take place via the internet. The electronic general meeting can be accessed by shareholders who have registered their attendance in accordance with this notice.

At the extraordinary general meeting, the proposals under agenda item F.3.a-c, which have received the necessary majority of votes at the ordinary general meeting but have not been fully adopted due to lack of quorum, are submitted for final adoption. At the extraordinary general meeting, the proposal may be fully adopted by two-thirds of the votes cast as well as of the voting share capital represented at the general meeting, irrespective of the proportion of the share capital represented.

Any shareholder is entitled to attend the Company's extraordinary general meeting on Friday, 21 March 2025, if the shareholder has been entered into the Company's register of shareholders on Friday 14 March 2025 at 11:59 p.m. CET or has at that time notified and produced evidence of his/her shareholding to the Company and if the shareholder has confirmed his/her attendance no later than Monday 17 March 2025 at 11:59 p.m. CET.

Shareholders are entitled to vote at the extraordinary general meeting if he/she has confirmed their attendance and if he/she has been entered as a shareholder into the Company's register of shareholders on Friday 14 March 2025 at 11:59 p.m. CET or has at this time notified and produced evidence of his/her shareholding to the Company.

Shareholders owning Norden shares through a nominee, shall exercise their voting rights through the nominee structure. This entails that potential votes, including change of votes sent by way of proxy votes, must be sent to the Company by the relevant nominee.

Vote by mail and Proxy

You may grant proxy to a third party or to the Chair of the Board of Directors to vote on your behalf if you are unable to attend the general meeting. Forms for proxy and vote by mail are available from the Company's website, www.norden.com.

Grant of proxy and vote by mail can also be done via the Shareholder Portal on the Company's website. Proxies or votes by mail must have been received by Computershare A/S or registered in the shareholder portal no later than Monday 17 March 2025 at 11.59 p.m. CET.

Proxies to attend the annual general meeting on Wednesday 12 March 2025 are, unless revoked in writing to the Company, also valid for this extraordinary general meeting on 21 March 2025 just as votes by mail cast at any vote-taking will be applied at both general meetings.

Documents of the extraordinary general meeting:

The following material for the extraordinary general meeting is available for inspection by the shareholders at the Company's office and will be available from the Company's website, www.norden.com  no later than Thursday 27 February 2025.

(1)                 the notice,

(2)                 the total number of shares and voting rights on the date of the notice,

(3)                 the documents which are presented at the extraordinary general meeting

(4)                 the agenda and the complete proposals, and   

(5)                 the forms which may be used when voting by proxy or voting by mail.

Attending the extraordinary general meeting:

Shareholders who wish to attend the extraordinary general meeting electronically, must confirm their attendance through the shareholder portal no later than on Monday, 17 March 2025 at 11:59 p.m. CET.

You can attend online using your computer, tablet or smartphone. WE RECOMMEND that you use your computer or tablet for best experience. Online participation allows you to view a live webcast of the meeting, view slides in either English or Danish (kindly note that the general meeting will be in Danish), ask questions (via chat) and submit your votes in real time.

Please note that you will need the latest versions of Chrome, Safari, Edge or Firefox. We recommend that you test your browser's compatibility by logging in early. You can log in one hour before the meeting starts.

Access

• Open your webbrowser and go to the webpage meetnow.global. Choose country (Denmark) or search for company name from the list of electronic meetings.

• Click on the meeting you wish to attend.

• From the login screen choose "Shareholder"  and enter your username and password from the access card you have downloaded/received by e-mail upon registration in the shareholder portal.

• Click "JOIN MEETING NOW".

If you experience login problems, please click "help".

Kindly note that guests can neither pose questions nor vote.

Kind regards

Dampskibsselskabet NORDEN A/S

The Board of Directors