ing share of the voting rights.

Transcription

1 LAURITZ.COM GROUP A/S, CENTRAL BUSINESS REGISTER (CVR) NO On 26 April 2017, at 15:00, the annual meeting of Lauritz.com Group AJS was held at Stockholms Auktionsverk, Nybrogatan 32, Stockholm, Sweden. The agenda was as follows: 1. Election of chairman of the meeting 2. Proposals by the Board of Directors 3. The Board of Directors report on the activities of the Company 4. Presentation of the annual report for approval 5. Proposal for distribution of profits or cover of loss pursuant to the approved annual report 6. Election of chairman of the Board of Directors 7. Election of members to the Board of Directors 8. Election of auditor 9. Any proposals from shareholders The shareholders ing share of the voting rights. attending the annual General Meeting represented a total of 73 % of the share capital and the correspond- The chairman of the Board of Directors Bengt Olaf Tony Sundstrom, Josephine Eva Salenstedt and Henrik Blumquist of the board of directors, CEO Mette Rode Sundstrom and CFO Claus Clemen Boysen were also present. 1. Election of chairman of the meeting The Chairman of the Board of Directors bid welcome to the annual general meeting, and announced that the Board of Directors proposed that Henrik Møgelmose should be elected as chairman of the meeting. The proposal was adopted. The Chairman of the annual General Meeting announced, that the meeting had been duly convened and constituted a quorum for the transaction of business as set out in the agenda, as the invitation and agenda including the complete pro- posals were published on the Company's website on 11 Apri The annual General Meeting has thus been convened with no more than 4 weeks and no less than 2 weeks' notice and in accordance with section 94, subsection 1 of the Danish Companies Act and article 8.2 of the Articles of Association. Furthermore, the invitation (including information regarding total share capital and voting rights on the date of the invitation); the agenda with the complete proposals; the Annual Report 2016; and the proxy and postal voting forms have been made SAGSNR. VIDEN ASK/ASK DOK. NR

2 available on the Company's website as of 11 April 2017, which satisfies the requirements in article 8.4 of the Articles of As- sociation and sections 95, 96 and 98 of the Danish Companies Act. The Chairman of the annual General Meeting furthermore verified that there were no objections from the audience to the lawful convening of the annual General Meeting. The Chairman of the annual General Meeting explained the content of the agenda, and then announced that items 3-5 would be dealt with as one item and that no proposals from the shareholders had been received, therefore there was no business to transact in respect of item no Proposals by the Board of Directors A. Language at the general meetings of the Company The Board of Directors proposed that the language at general meetings should be English without offering simultaneous interpretation, and, that documents prepared for the general meeting's internal use should be prepared in English, cf. Section 100(3) and 100(7) of the Danish Companies Act. As a consequence, the Board of Directors proposed that Article 8 of the Company's Articles of Association should be amended by adding a new Article 8(5) with the following wording "The language at general meetings is English. Documents for intemal use by the general meeting are to be prepared in English only." The Chairman of the annual General Meeting announced that the proposal was adopted. B. Company announcements in English The Board of Directors proposed that company announcements should be prepared in English only, cf. Section 7(4) of Executive Order on issuers' notification duties. As a consequence, the Board of Directors proposed that Article 18 should be amended by adding a new Article 18(3) with the following wording: "The Company will prepare company announcements in English only, unless the Board of Directors decides otherwise. " The Chairman of the annual General Meeting announced that the proposal was adopted. 3. The Board of Directors report on the activities of the Company Bengt Olaf Tony Sundstrom reported on the work of the Board of Directors and the Nomination Committee during the past financial year has been a very special year for Lauritz.com, first of all the Company was listed on Nasdaq Stockholm's Premier segment, following that three new board members were elected and new and higher requirements changed the work of the SAGSNR. VIDEN ASK/ASK DOK. NR PAGE 2

3 Board of Directors. The IPO also illustrated the cultural and organizational differences between Danish and Swedish compa- nies. In Lauritz.com the Nomination Committee is working as a combination of the Danish model and the Swedish model. Earlier today the Board of Directors formally approved the rules of procedure for the Nomination Committee. The quality of the work of the Board of Directors is improving on an ongoing basis. The Company's CEO Mette Rode Sundstrom accounted in further detail for the activities and developments in Lauritz.com has a great online platform to build on with around 6.2 million visits per month, hereof around 2 million unique visitors and around 13,000 new customer registrations each month. Lauritz.com is the biggest auction group in the Nordics. The development in 2016 was stable within the core business which is used items online. The total decrease in auction turnover of 1 % was a result of the auctions of new produced items that went down 20% and the sale on the peer-to-peer platform QXL which went down 24%. Lauritz.com sold 336,000 lots in 2016 resulting in the best EBITDA ever in Lauritz.com history with and increase of 10% compared to 2015, however did not reach the original EBITDA guidance of 20-40%. In June 2016 Lauritz.com acquired Karlstad-Hammaro Auktionverk leading to a total of 27 auction houses in the Lauritz.com chain. The competition has rapidly increased with new digital competitors. The company follows the market carefully to develop the market approach to secure its leading position. At the same time a parallel change in consumer behavior requires more convenience in the service offering, which is something the company focus on in One shareholder asked the CEO for her assessment on whether Lauritz.com is gaining or losing market share. The CEO responded that unfortunately she believes the Company is loosing market share. The same shareholder then asked for the Company's position on how to gain market share in the future. The CEO replied that convenience is the main aspect, e.g. instead of the local seller having to approach Lauritz.corn's local auction houses to consign items, Lauritz.com will visit the seller's address to pick up items and bring them to the auction house. The Company is currently testing different services to attract more sellers and thereby items on auction, and these initiatives appear to be promising. Furthermore, the company has in 2017 commenced an updated action plan. The plan on one hand comprises a variety of initiatives to increase auction turnover, including recruiting country managers to drive sales (sourcing) focus among branch managers and experts - and the other hand a cost cutting plan for One shareholder asked how big the cost cut will be, to which the CEO replied 15%. The annual report includes following key hightlight: Auction turnover DKK 1,073m (1,084) Revenue DKK 219m (225) EBITDA DKK 46.3m (41.8) The guidance for 2017 is an increase in net revenue and and EBITDA margin of 20-25%. SAGSNR. VIDEN ASK/ASK DOK. NR PAGE 3

4 The CEO has in 2017 chosen to resign from her position and the company is now looking for a new CEO. on untill the new CEO starts. The CEO will stay 4. Presentation of the annual report for approval It was proposed that the annual report for the period from 1 January 2016 through 31 December 2016, showing a profit of DKK 10.7m should be approved. The Chairman of the annual General Meeting informed the audience that the Annual Report signed by the Board of Directors Board and the auditor had been presented to him, and he read the conclusion of the auditors' report aloud. The Chairman of the annual General Meeting then confirmed that the Annual Report for 2016 was noted and approved. 5. Proposal for distribution of profits or cover of loss pursuant to the approved annual report A dividend of DKK O was proposed. The Chairman of the annual General Meeting confirmed that the proposal was adopted. 6. Election of chairman of the Board of Directors It was proposed that Bengt Olof Tony Sundstrom was re-elected as chairman. The Chairman of the annual General Meeting asked whether there were other proposals, as this was not the case, the Chairman of the annual General Meeting confirmed that the proposal was adopted. 7. Election of members to the Board of Directors It was proposed that Petra Birgitta von Rohr, John Tyrrestrup, Thomas Skovlund Schnegelsberg, Henrik Gustaf Knutsson Blomquist, Josephine Eva Salenstedt and Bengt Olof Tony Sundstrom should be re-elected to the Board of Directors and that Mette Rode Sundstrom should be elected to the Board of Directors. The Chairman noted that information about the managerial posts held by the candidates in other Danish and foreign-owned enterprises, other than wholly-owned subsidiaries, had been made available on the Company's webpage. SAGSNR. VIDEN ABKlABK DOK. NR PAGE 4

5 The Chairman of the annual General Meeting asked whether there were other proposals for candidates for election to the Board of Directors. As this was not the case he ascertained that, the Board of Directors consisted of the following members elected by the general meeting: Bengt Olof Tony Sundstrom, Petra Birgitta von Rohr, John Tyrrestrup, Thomas Skovlund Schnegelsberg, Henrik Gustaf Knutsson Blomquist, Josephine Eva Salenstedt and Mette Rode Sundstrom. 8. Election of auditor It was proposed that Deloitte Statsautoriseret Revisionspartnerselskab should be re-elected as auditor. The Chairman of the annual General Meeting confirmed, as there were no other proposals, that Deloitte Statsautoriseret Revisionspartnerselskab was elected as the Company's auditor. The Chairman of the Board of Directors thanked the CEO for her hard work thorugout the many years, developing Lau- ritz.com into the business it is today. annual General Meeting ascertained that the agenda had been completed and that the annual General {. Henrik Møgelmose SAGSNR. VIDEN ABK/ABK DOK. NR PAGE 5