Notice of Ordinary General Meeting
Notice convening the Annual General Meeting of German High Street Properties A/S
Nasdaq OMX Copenhagen
Charlottenlund, 8 April 2026
Announcement no. 292
The Board of Directors of German High Street Properties A/S (CVR no. 30691644) (the “Company”) hereby convenes the Annual General Meeting to be held on Thursday, 30 April 2026, at 2:00 PM at Søllerødvej 64, 2840 Holte.
Agenda:
- The Board of Directors’ report on the Company’s activities in the past financial year.
- Proposal by the Board of Directors that annual reports be prepared in English.
- Presentation of the audited annual report for approval and notification of discharge for the Board of Directors and management.
- Adoption of the distribution of the result as proposed by the Board of Directors.
- The Board of Directors’ proposal for board remuneration for 2026.
- Presentation of the remuneration report for indicative voting.
- Election of auditor.
- Election of members to the Board of Directors.
- Proposals from the Board of Directors or shareholders:
1) Authorization to the Board of Directors to increase the Company’s share capital.
2) Proposal by the Board of Directors that the company language is English.
3) Proposal by the Board of Directors that company announcements be prepared in English.
4) Proposal by the Board of Directors that general meetings be prepared and held in English.
5) Proposal from shareholder Olav W. Hansen A/S that an additional auditor is appointed to participate in the audit (minority auditor).
6) Proposal from shareholder Olav W. Hansen A/S to instruct the Board of Directors to carry out a controlled sale of the Company’s properties and to make ongoing distributions of the net proceeds from such sales to the Company’s shareholders.
- Presentation of the scrutiny report.
- Authorization of the chair of the Annual General Meeting.
- Any other business.
Complete proposals for the items on the agenda
Re. 1 – The Board of Directors’ report on the Company’s activities in the past financial year
The Board of Directors’ report on the Company’s activities in 2025 will be presented at the Annual General Meeting. The Board of Directors proposes that the report be noted by the Annual General Meeting.
Re. 2 – Proposal by the Board of Directors that annual reports be prepared in English
The Board of Directors proposes that annual reports be prepared in English, and if decided by the Board of Directors, in Danish. Subject to adoption of the proposal, a new article 15.4 will be introduced to the Company’s Articles of Association as follows:
“15.4 Annual reports shall be prepared in English and, if decided by the board of directors, in Danish.”
Re. 3 – Presentation of the audited annual report for approval and notification of discharge for the Board of Directors and management
The Board of Directors proposes that the Annual General Meeting approves the Company’s annual report 2025 and grant discharge to the Board of Directors and management.
Re. 4 – Adoption of the distribution of the result as proposed by the Board of Directors
The Board of Directors proposes that the Annual General Meeting approves the Board of Directors’ proposal for allocation of the result in accordance with the annual report for 2025 and that the result is transferred to the next financial year.
Re. 5 – The Board of Directors’ proposal for remuneration 2026
The Board of Directors proposes the following remuneration for 2026 to the Board, which is unchanged from 2025.
Basic fee: EUR 30,000
The chairman’s fee 3x Basic fee
Board member’s fee 1x Basic fee
Re. 6 – Presentation of the remuneration report for indicative voting
The Company has prepared a remuneration report for 2025. The Board of Directors informs that the remuneration report has been prepared in accordance with § 139b of the Danish Companies Act and in order to comply with applicable legislation and the applicable recommendations for Corporate Governance. The remuneration report has been prepared in accordance with the Company’s remuneration policy.
Reference is also made to the remuneration report published on the Company’s website.
Re. 7 – Election of auditor
The Board of Directors proposes to re-appoint Beierholm Godkendt Revisionspartnerselskab (CVR no. 32895468) as the Company’s auditor. The Board of Directors’ recommendation is free from influence by third parties, and no agreements with third parties restricting the choice of an auditor or audit firm have been imposed on the Board of Directors.
Re. 8 – Election of members to the Board of Directors
The Board of Directors proposes to re-elect Mr. Hans Thygesen, Mr. Nikolaj Zethraeus and Mr. René Angenend to the Board of Directors. If all proposed candidates are elected, the Board of Directors will consist of three members.
Please see the appendix for a description of the candidates’ qualifications and managerial positions in other companies.
Re. 9 – Proposals from the Board of Directors or shareholders
Re. 9.1 – Authorization to the Board of Directors to increase the Company’s share capital.
The Board of Directors proposes to extend the Board of Directors’ authorization in articles 4.1-4.3 of the Articles of Association until 30 April 2031.
Subject to adoption of the proposal, articles 4.1-4.3 of the Articles of Association is updated to the following:
“4.1. The company’s board of directors is authorized until 30 April 2031 to increase the company’s share capital in one or more rounds by issuing up to a nominal total of DKK 270,000,000 (27,000,000 shares of DKK 10.00 each) with pre-emptive rights for the company’s existing shareholders. The capital increase can be made at a rate lower than the market rate and must be made by cash payment.
4.2 The company’s board of directors is authorized until 30 April 2031 to increase the company’s share capital in one or more rounds by issuing up to a total of nominally DKK 270,000,000 (27,000,000 shares at DKK 10.00 each) without pre-emptive rights for the company’s existing shareholders. The capital increase must be made at the market rate and can be done by cash payment and other means, including by conversion of debt or by contribution in kind.
4.3. The board of directors’ authorizations according to section 4.1. and 4.2 above can together be maximally used to increase the company’s share capital by a total nominal amount of DKK 270,000,000. New shares issued in accordance with sections 4.1 and 4.2 must be negotiable instruments, must be paid in full, must be in the name, and must be recorded in the company’s register of owners. No restrictions shall apply to the transferability of the newly issued shares, and no shareholder shall be obliged to have his shares redeemed either in whole or in part.”
Re. 9.2 – Proposal by the Board of Directors that the company language is English.
The Board of Directors proposes that the company language is English. Subject to adoption of the proposal, a new article 16.1 will be introduced in the Articles of Association as follows and the current article 16 will be renumbered as article 17:
“16. Language
16.1 The company’s corporate language is English.”
Re. 9.3 – Proposal by the Board of Directors that company announcements be prepared in English
The Board of Directors proposes that company announcements may be prepared in English only, if decided by the Board of Directors. Subject to adoption of the proposal, a new article 16.2 will be introduced in the Articles of Association as follows:
“16.2 Company announcements may be prepared in English only, if decided by the board of directors.”
Re. 9.4 – Proposal by the Board of Directors that general meetings be prepared and held in English
The Board of Directors proposes that general meetings be prepared and held in English. Subject to adoption of the proposal, a new article 5.7 will be introduced in the Articles of Association as follows:
“5.7 The general meeting shall be held in English. All documents prepared for the purpose of the general meeting in connection with or after the general meeting shall – to the extent allowed by law – be in English and, if decided by the board of directors, in Danish.”
Re. 9.5 – Proposal from shareholder Olav W. Hansen A/S that an additional auditor is appointed to participate in the audit (minority auditor)
The shareholder Olav W. Hansen A/S proposes that an additional auditor is appointed to participate in the audit in accordance with section 144(3) of the Danish Companies Act.
The Board of Directors does not support the proposal.
Re. 9.6 – Proposal from shareholder Olav W. Hansen A/S to instruct the Board of Directors to carry out a controlled sale of the Company’s properties and to make ongoing distributions of the net proceeds from such sales to the Company’s shareholders
The shareholder Olav W. Hansen A/S proposes that the Annual General Meeting instructs the Board of Directors to carry out a controlled sale of the Company’s properties and to make ongoing distributions of the net proceeds from such sales to the Company’s shareholders.
The Board of Directors does not support the proposal.
Re. 10 – Presentation of the scrutiny report
If the scrutiny report is available ahead of the Annual General Meeting, it will be published on the Company’s website no later than 21 April 2026. Shareholders will have the opportunity to ask questions regarding the report at the Annual General Meeting.
If the scrutiny report is not available, the agenda item will be withdrawn by the Board of Directors and addressed at an extraordinary general meeting.
Re. 11 – Authorization of the chair of the Annual General Meeting
The Board of Directors proposes that the Annual General Meeting authorizes Louise Celia Korpela (with the right of substitution) to register the resolutions adopted with the Danish Business Authority and in this connection to make any amendments, including corrections to the documents prepared, which the Danish Business Authority may require or deem appropriate as a condition for registering the resolutions.
Re. 12 – Any other business
Additional Information
Share capital and voting rights:
The Company’s share capital is nominally DKK 36,544,590, distributed over 3,654,459 shares of DKK 10. Each share with a nominal value of DKK 10 gives the right to 1 vote.
Questions regarding dividends and the exercise of the shareholders’ financial rights can be directed to Jyske Bank A/S, which the Company has appointed as the account holding bank.
The right to participate in and vote at the general meeting is determined in relation to the shares held by the shareholder on the registration date. Shareholdings and voting rights are calculated on the registration date based on the ownership registered in the Register of Owners and the notices of ownership received by the Company with a view to entry in the Register of Owners.
The registration date is Thursday, 23 April 2026.
Participation is also conditional on the shareholder requesting an access card in time, as described below.
Access card:
Shareholders who wish to participate in the general meeting must request an access card.
The request must reach the Company no later than Friday, 24 April 2026, at 11:59 PM.
Access cards can be requested:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com, where powers of attorney for the Board of Directors or others can also be submitted. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing and returning a registration form to the address below. Please note that registration is personal, and photo identification may be required upon attendance.
Casting votes:
Shareholders who do not have the opportunity to participate in the general meeting can submit a proxy or vote by mail.
I. Power of attorney / Proxy
Proxies must be in the Company’s hands no later than Friday, 24 April 2026, at 11:59 PM.
Power of attorney can be given:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing, and returning a power of attorney to the address below.
A power of attorney can be given to the Board of Directors or another named third party.
Please note that a power of attorney to a third party must be in writing, dated, and signed.
II. Postal votes
Postal votes must reach the Company no later than Wednesday, 29 April 2026, at 4:00 PM.
Postal votes cannot be revoked.
Postal votes can be given:
- Electronically via the shareholder portal under Investor Relations at www.germanhighstreet.com. The shareholder portal can be accessed using MitID or username and password.
- By completing, signing and returning the postal voting form to the address below.
More information:
Up to and including the day of the general meeting, the following additional information will be available on the
Company’s website, www.germanhighstreet.com:
- The agenda and complete proposals.
- Appendices to the agenda.
- Annual report for 2025.
- Form for ordering an access card.
- Proxy and postal vote form.
- The total number of shares and voting rights on the convocation day.
The general meeting will open at 1:45 PM, and access card registration will also open at 1:45 PM.
Questions from shareholders
Before the general meeting, the shareholders can put questions in writing to the Company’s management about matters of importance for the assessment of the latest audited annual report, the Company’s position, or the other matters on which a decision must be made at the general meeting, as well as about the Company’s relationship with the group’s companies.
Questions must be sent by letter to German High Street Properties A/S at the address below, marked “Annual General Meeting 2026,” or by e-mail to info@germanhighstreet.dk.
They must contain clear identification of the shareholder.
Charlottenlund, 8 April 2026.
On behalf of the Board of Directors
Hans Thygesen
Chairman
Attachments
- Presentation of the Board 2026
- German High Street Properties A_S – Articles of Association (english)
- German High Street Properties A_S – Vedtægter (dansk)
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