Santa Fe A/S : Notice convening the Annual General Meeting of Santa Fe Group A/S - Announcement no.2/2017

Indiakaj 20 DK-2100 Copenhagen Ø

Tel.: +45 3525 4300

Fax: +45 3525 4313

E-mail: sfg@santaferelo.com Web: www.santaferelo.com

CVR no.: 26 04 17 16

3 March 2017

1. Presentation of the Board of Directors' report on the Company's activities in the past year.

2. Presentation of the Annual Report for adoption, including the audited financial statements and consolidated financial statements, including approval of the fees for the Board of Directors for the 2017 financial year and a resolution to grant discharge to the Board of Directors and the Executive Board from their obligations for the year.

3. Proposal for distribution of the result for the year according to the Annual Report as adopted.

4. Election of members of the Board of Directors.

5. Election of auditor(s).

6. Authorisation to acquire treasury shares.

7. Proposals submitted by the Board of Directors regarding:

8. Renewal of authorisation to increase the share capital.

9. Adoption of the Remuneration Policy and Incentive Guidelines.

10. Complete proposals

    Re item a on the agenda

    The Board of Directors proposes that the report on the Company's activities in the past year be

    adopted.

    Re item b on the agenda

    The Board of Directors proposes that the audited Annual Report for 2016 be adopted and that the Board of Directors and the Executive Board be granted discharge from their obligations for the year.

    Moreover, it is proposed that the fees for the Board of Directors for 2017 be adopted as follows: The Chairman DKK 450,000

    The Deputy Chairman DKK 300,000

    Ordinary board member DKK 200,000

    The proposed fees for the Board of Directors for 2017 remain unchanged relative to the remuneration paid for 2016.

    Re item c on the agenda

    The Board of Directors proposes that no dividend be distributed for the financial year 2016, but that the result for the year is carried forward to next year.

    Re item d on the agenda

    Pursuant to Article 8.2 of the Articles of Association, the members elected by the shareholders at the Annual General Meeting are elected for a term of 12 months.

    The Board of Directors nominates Henning Kruse Petersen, Preben Sunke, Michael Hauge Sørensen and Jakob Holmen Kraglund for re-election.

    More information about the nominees is attached as Appendix 1 and is available on the Company's

    website, www.thesantafegroup.com.

    Re item e on the agenda

    Pursuant to Article 12.2, the general meeting shall appoint the auditor(s) for 12 months at a time. The Board of Directors nominates KPMG P/S CVR. no. 25 57 81 98, for re-election.

    The Board of Directors confirms that the proposal has not been influenced by third parties nor subject to any contractual obligation restricting the general meeting's choice of certain auditors or audit firms.

    Re item f on the agenda

    It is proposed that the shareholders at the Annual General Meeting authorise the Board of Directors, acting on behalf of the Company and in the period until the next Annual General Meeting, to acquire up to 10% of the Company's share capital in accordance with the provisions of the Danish Compa- nies Act. The purchase price may not deviate by more than 10% from the price listed on Nasdaq Co- penhagen A/S at the time of acquisition.

    Re item g on the agenda

11. The Board of Directors proposes that the Annual General Meeting renews the authorisation to the Board of Directors to increase the share capital. It is proposed that the new authorisation comprises new shares for up to nominally DKK 86,436,420 and continues until the Annual General Meeting 2018. Article 3.3 in the Articles of Association will subsequently have the following wording:

    "3.3 (a) In the period until the Annual General Meeting in 2018, the Company's Board of Directors is authorised to increase the Company's share capital by one or more is- sues of new shares, totalling a maximum amount of nominally DKK 86,436,420,but see item 3.3(c), with pre-emptive subscription rights for the Company's existing sharehold- ers. Such capital increase shall be effected by payment in cash.

    (b) In addition, in the period until the Annual General Meeting in 2018, the Company's Board of Directors is authorised to increase the Company's share capital by one or more issues of new shares, totalling a maximum amount of nominally DKK 86,436,420, but see item 3.3(c), without pre-emptive subscription rights for the Company's existing shareholders, provided that the increase is effected at market price. The capital in- crease may be effected by cash payment, by contribution in-kind or by conversion of debt.

12. ) The Board of Directors' authorisations pursuant to items 3.3(a)-(b) above may in the aggregate be utilised to increase the share capital by a maximum nominal amount of DKK 86,436,420.

13. For capital increases pursuant to items 3.3(a)-(b), new shares shall be

14. issued in the name of the holder. New shares shall be entitled to dividend and other rights from such time determined by the Board of Directors. The new shares shall be paid in full and shall be negotiable instruments. No shareholder shall be under an obli- gation to allow his shares to be redeemed whether in whole or in part and no re- strictions shall apply to the transferability of the new shares. In other respects, the shares shall rank pari passu with the existing shares in every respect. In addition, the Board of Directors shall lay down the more specific terms and conditions governing capital increases implemented pursuant to the authorisation stated in items 3.3(a)-(b). The Board of Directors shall be authorised to make the amendments to the Articles of Association that are necessary in connection with the capital increase."

15. Adoption of new Remuneration Policy and Incentive Guidelines

16. The Board of Directors proposes that the Annual General Meeting adopts new Remuneration Policy and Incentive Guidelines for the Board of Directors and the Executive Board.

    The complete new Remuneration Policy and Incentive Guidelines is attached to this notice as Ap- pendix 2 and can also be found on the Company website www.thesantafegroup.com.

    The new Remuneration Policy and Incentive Guidelines provide, inter alia, for the following:

    • The members of the Executive Board receive a fixed salary and have the option to partici- pate in a long-term incentive programme (the 'LTIP') consisting of an annual grant of share options. In order to participate, members of the Executive Board are required to ac- quire and/or hold a number of shares in the Company. Vesting of the share options will be subject to fulfilment of pre-defined KPIs measured over a performance period of three consecutive financial years. Vested share options may be exercised during a two-year ex- ercise period.

    • The Board of Directors may also decide make extraordinary, non-recurring grants under the LTIP to members of the Executive Board and other members of the Management Team, including in the form of restricted shares.

    • The maximum value of the individual grant is 30% of the annual base salary (excluding pension and other accessory payments) at the time of grant.

    • Members of the Board of Directors will only receive a fixed annual fee and will not be eli- gible for incentive-based pay. In addition to the annual fixed fee, board members may be reimbursed for reasonable expenses for travel and accommodation in connection with at- tending board meetings.

    The proposal to adopt new Remuneration Policy and Incentive Guidelines is made in light of interna- tional trends and developments and with the intention to align the performance of the Executive Board with shareholder interests and to promote value creation in the Company in accordance with the Group's strategic focus areas.

    If the proposal is adopted, Article 10 of the Articles of Association will be amended and will read as follows:

    "The Board of Directors has prepared a combined Remuneration Policy and Incentive Guidelines, describing the remuneration principles for the Board of Directors and Ex- ecutive Board and setting out the general guidelines for incentive-based remuneration. The Remuneration Policy and Incentive Guidelines have been adopted at the Compa- ny's Annual General Meeting and are available on the Company's website. The policy and guidelines also apply to a number of senior executives and key staff members of the Santa Fe group."

    The Board of Directors is authorised to make any editorial amendments to the Articles of Association deemed necessary to reflect the new program.