Notice convening Annual General Meeting

In accordance with article 8 of the articles of association, notice is hereby given of the annual general meeting of Tivoli A/S:

on Tuesday, 23 April 2024, at 13:30 CEST

at Tivoli’s Concert Hall, Vesterbrogade 3, 1630 Copenhagen V. The Concert Hall can be accessed via Tivoli's Main Entrance and the entrance across Copenhagen Central Station.

Agenda:

1) The board of director’s report on the company's activities in the past year;
2) Presentation of the annual report for approval;
3) Resolution on the use of profits and coverage of loss in accordance with the approved annual report;
4) Any proposals by the board of directors or the shareholders;
The board of directors submits the following proposals:
4a) Proposal to amend the articles of association: Amendment of articles 6, 7, 17 and 22
4b) Adoption of remuneration policy
4c) Proposal to approve the remuneration of the board of directors for 2024
Shareholder Michael Bjørn Hansen has submitted the following proposal:
4d) Proposal for an extended shareholder pass for shareholders with 150 shares, corresponding to a Wild Card.
5) Advisory vote on remuneration report;
6) Election of members to the board of directors;
6a) The board of directors proposes re-election of the board of directors
6b) Shareholder proposal for board membership
7) Election of auditors.
8) Any other business.

* * * * * * * *

Majority requirements
Adoption of the proposals submitted under agenda items 2, 3, 4b), 4c), 4d), 6 and 7 will require a simple majority of votes. The vote under agenda item 5 will be an advisory vote only.

Adoption of the proposals submitted under agenda item 4a) will require a special majority of votes, see section 106 of the Danish Companies Act and article 17 of the company's articles of association. Hence, adoption of the proposal will require that the proposal is adopted by at least 2/3 of the votes cast and of the voting share capital represented at the general meeting. 

Attendance, admission cards and voting rights
Admission cards will be provided to shareholders who are entitled to attend and vote at the general meeting. Anyone who (i) no later Tuesday, 16 April 2024 at 23:59 CEST, have had their shares registered in the register of shareholders or have contacted the Company for entry in the register of shareholders, and this request has been received by the Company, and (ii) has given notice of their attendance at the general meeting no later than Sunday, 21 April 2024 at 23:59 CEST, will be entitled to attend and vote at the general meeting, see article 12 of the articles of association.