The Company’s (GHSP A/S) answers to the questions below are indicated in blue. References in the following to previous QA uploaded on April 29, 2025.
Overall, the questions are asked by 2 professional shareholders, Olav W. Hansen A/S and Sparekassen Danmark. However, these shareholders have not acted very professionally, as they have known that the market liquidity of a small-listed real estate company would be limited by its very nature.
In particular, Olav W. Hansen A/S, with many hundred transactions, has made very aggressive speculations on the increase in the share price, so that this company's share now, with the share of the related parties, is approx. 20%. Now, according to the information, this company is apparently in a difficult situation.
This wild stock speculation has failed, at least for the time being, but the speculators will shamefully blame the Company’s management for this.
The shareholders are encouraged to look inwards.
Question 1:
At the Annual General Meeting, it was agreed that the company would return (possibly by posting new answers in the Q&A on the website) in relation to certain of the questions raised, including (i) where fees for assistance with the purchase of properties (5% of the purchase price) and fees for assistance with the sale of properties (1.9%) are recorded and (ii) what fees Jutta Steinert has received from the German companies (or possibly from GHSP A/S) in addition to the board fees.
Answer:
The purchase fee is always capitalized on the property and the sales fee is deducted from the sales profit. We can inform you that regarding the property in Grenaa, DKK 1,765,250 (5%) has been paid in purchase fee and DKK 760,000 (1.9%) in sales fee.
The gain for the Company was DKK 2,175,829 before tax and DKK 1,141,609 after tax and after the purchase costs and selling costs incurred.
For the property in Stockholm, SEK 3,575,000 has been paid in purchase fee and SEK 1,957,000 in sales fee.
As previously explained, the Company has stated that there has been a very significant gain for the Company in the form of an increase in the value of the property and of a significant operating profit in the period from December 31, 2018, to October 31, 2022.
It should be mentioned and remarked that Sparekassen Danmark voted against the acquisition of the property in 2018. As stated above, it has so far been the Company's best investment.
The Company does not specifically disclose what salary employees in the group have received. However, this is indirectly stated in the previously stated question 8 in the QA module of April 29, 2025.
Jutta Steinert has not received any fees from GHSP A/S apart from the board fees.
Administrative costs
Question 2:
In the original Administration and Cooperation Agreement, which was entered into with Investea A/S, which could be terminated on 31 March 2012 at the earliest and which could not be transferred in whole or in part in accordance with clause 10 of the agreement, the management fee amounted to 0.1% of the properties' book value at the beginning of the quarter on a quarterly basis. This fee was to cover all administrative tasks, including the provision of a director to the company free of charge.
If the agreed terms had continued to apply, the total administrative costs under the agreement for the past 10 years (2015-2024) would have amounted to Euro 4,220,000 (DKK 31,439,000). In addition, fees to the Board of Directors and the Investor Committee must be added.
However, the company's Board of Directors, where all members are appointed by Kartago (or related parties), has changed the terms and conditions so that the quarterly management fee has been continuously increased (and subsequently slightly reduced) and thus in 2022 amounted to 0.2% of the properties' book value at the beginning of the quarter. At the same time, the board has hired a director and other employees to handle the tasks that were actually to be performed by the administrator.
This has meant that the actual costs for administration, salaries and board fees have amounted to a total of EUR 12,617,000 (DKK 93,996,65) during this 10-year period.
In addition, the Kartago Group has received fees in connection with the purchase and sale of properties, which we have calculated for the period in question to be approximately DKK 6,300,000.
We understand from the answers given by the Board of Directors that the Board of Directors considers these fees and costs reasonable. The situation, however, is that while the majority shareholder has been able to improve his condition at the expense of the other shareholders, no dividends have ever been paid, and the share price is today significantly lower than it was 10 years ago.
If Kartago (and related parties) had stood by the original agreements regarding remuneration for administration instead of raising the fees at the expense of the shareholders, Kartago might have realized that the business model is and has been unsustainable for a number of years.
Answer:
The clients have carried out a what-if "analysis" of the Company's administrative costs. This is indirectly based on the assumption that there has been no financial crisis or corona pandemic or Ukraine war, and otherwise no general increase in costs in society.
It is found that this so-called "analysis" is pure freehand drawing and can best be characterized as pure nonsense. This "analysis" is not commented on further.
The fact is the following:
The terms of the administration agreement could of course be negotiated at expiry.
Administrative costs have had to be increased in several stages, starting at the end of 2012. The tasks have been increasing rapidly, the company administrator and the Company's day-to-day management have been forced to participate actively in property management due to the financial crisis, pandemic and the war in Ukraine, and even though there has already been a legal basis for separate invoicing of this work from 2007, this has not been done separately until 2024. In addition, there is a general inflation coverage of 35-40%.
Clients are encouraged to state how much the salaries of the clients have generally increased since 2008, how much the salaries of the directors have increased since 2008 (including Olav W. Hansen A/S's salary to the investment director Ole Steffensen), and how much lawyer Finn Møller's hourly rate has increased since 2008.
At the most recent general meeting, the same Ole Steffensen, who had been investment director at Olav W. Hansen A/S until February 2024, complained in vague terms about the board fees, which he believed should be zero. However, Ole Steffensen "forgot" to mention that he himself receives a not insignificant board fee from the company Det Østasiatiske Kompagni A/S, cvr.nr. 26041716, even though this company only has a very modest balance sheet and a number of years of negative results. It is presumed that Ole Steffensen has been elected to the Board of Directors with the support of Olav W. Hansen A/S, which owns 20% of the shares. Olav W. Hansen A/S seems to have a preference for larger equity investments in small companies with limited market liquidity.
Have the shareholders Olav W. Hansen A/S and Sparekassen Danmark at any time protested against the company's administrative fees, which have been stated in the company's annual accounts and mentioned at the annual general meetings? No, never.
Have these shareholders attended the company's annual general meetings? Only once each. The table below shows this very clearly:
Year:
Attendance at the GA:
Objection to administration fees:
2009
Absent
None
2010
Absent
None
2011
Absent
None
2012
Absent
None
2013
Absent
None
2014
Absent
None
2015
Absent
None
2016
Absent
None
2017
Absent
None
2018
Present (Sparekassen)
None
2019
Absent
None
2020
Absent
None
2021
Absent
None
2022
Absent
None
2023
Absent
None
2024
Present (Olav W. Hansen)
None
At no time have the shareholders objected to the company's expenses for company administration, which were also lower than the administrative fees of the company EgnsINVEST Ejendomme, Tyskland A/S, cvr. 30557751 , which is also listed on the stock exchange and indirectly controlled by Sparekassen Danmark.
Thus, with full knowledge of the administrative costs, the shareholders have not at any time objected to their amount. The Company has previously explained that the management fee is absolutely market-compliant.
Only twice have shareholders attended a general meeting. In 2018, Sparekassen Danmark attended and strongly opposed the acquisition of the property in Stockholm - the Company's best investment by far. In 2024, Olav W. Hansen proposed, among other things, a capital increase, which the company followed.
The administrative costs have not affected the shareholders' willingness to invest. Since its first investment in 2009, Olav W. Hansen A/S has systematically increased its share to approximately 20% with several hundred transactions. Both Olav W. Hansen A/S and Sparekassen Danmark could have realized their holdings at a significant profit, but this has not happened. Instead, Olav W. Hansen in particular has speculated aggressively in price increases.
Olav W. Hansen A/S is encouraged to state what the many hundreds of transactions have yielded in profit.
Finally, if one were to use the shareholders' what-if nonsense method, one could correspondingly calculate what the shareholders' situation would have looked like today if Olav W. Hansen A/S had avoided the wild speculation and, for example, stuck to his share in 2010 – namely 1.2%. Then Olav W. Hansen A/S's situation would have been less serious.
Related party transactions
Question 3:
As stated above, the Board of Directors, which is fully appointed by Kartago (or related parties), has changed the terms of the contractual basis for the administration of the company for its own benefit.
Answer:
At no time have the shareholders disclosed the slightest insight into the extent of the work performed by the administrator. The administration agreements are adapted to the increasing demands and the administrator's rapidly increasing workload.
Question 4:
We would still like to have a copy of the agreement that has allegedly been entered into with Administrationsselskabet Gambit ApS.
Answer:
The agreement is not handed out, but reference is made to answer no. 4 in the QA module of 29 April 2025
Question 5:
Michael Hansen, who is the CEO of the company and receives a fee of 120,000 Euro annually (corresponding to DKK 894,000), is also COO of Kartago A/S and also holds the following additional positions in companies in the Kartago Group:
Chairman of the Board in the following companies:
Ejendomsselskabet Kartago ApS, K/S Linköping III K/S, K/S Svedengatan- Linköping.
Board Member in the following companies:
Kartago Capital – Storkøbenhavn A/S, Kartago Development ApS, Kartago Capital – Energihuset A/S Kartago Global II ApS, Drot ApS, Marsk ApS, Kartago Botkyrka Holding AB, Administrationsselskabet Gambit ApS, Kartago Capital – Storkøbenhavn II A/S, Kartago Capital – Grenå Retail A/S, Kartago Capital Stockholm A/S, Kartago Capital – Stockholm AB, subsidiaries of GHSP A/S, Kartago Capital - Grenå Retail II A/S, Kartago Capital – Schillerstrasse A/S, Hesselvang 11 A/S, Kartago Capital – Frankfurt A/S, Komplementarselskabet Pindstrup Ryomgård ApS, Komplementarselskabet Sæbygård ApS.
Managing Director in the following companies:
Kartago Property ApS, Kartago Hannibal ApS, Kartago Capital – Energihuset A/S, Kartago Capital A/S, Ejendomsselskabet Industribuen 7 ApS, Ejendomsselskabet af 19.10.2004 ApS, Kartago Capital – Storkøbenhavn II A/S, Komplementarselskabet Charlottenlund Centrum ApS, Holdingselskabet Frederiksborggade 22 ApS, Kartago Capital – Storkøbenhavn II A/S, Komplementarselskabet Linköping III ApS, Utvecklingsbolaget Svågertorp AB, Kartago Capital – Grenå Retail, Kartago Capital Stockholm A/S, Kartago Capital – Stockholm AB, subsidiaries of GHSP A/S. Kartago Capital - Grenå Retail II A/S, Kartago Capital – Schillerstrasse A/S, Hesselvang 11 A/S. Kartago Capital – Frankfurt A/S, Komplementarselskabet Pindstrup Ryomgård ApS, Komplementarselskabet Sæbygård ApS.
Answer:
Information about other duties and information about related parties' relationships to the main shareholder have been disclosed in the prospectus and in the financial statements in all financial years
Question 6:
As far as we understand, the company's CFO, Michael Augustine, is also CFO of Karthago Capital A/S.
Answer:
No. Michael Augustine is only employed by GHSP A/S.
Question 7:
To get an overall picture, we would like to know:
Whether Michael Augustine holds other positions in the Kartago Group (or other related companies/persons).
What other employees the company and its subsidiaries have, and whether these people have also held other positions in the Kartago Group (or related companies)
What position Jutta Steinert has held in GHSP Erste Holding GmbH and what fees have been received for this.
Answer:
No. Michael Augustine's salary is not paid by the Company, cf. the answer to question 9 in the QA module of 29 April 2025.
There are no other employees in addition to Jutta Steinert, who has resigned from her position as a Board member at the recently held general meeting.
Jutta Steinert handles a wide range of tasks and has, among other things, handles she the necessary and extensive dialogue with the properties' tenants. At the same time, she is the link to the property manager STRABAG and makes sure that the property manager makes price optimization and control and gets his tasks done on time.
In addition, she participates, together with the Company's management, in the optimization of the properties and the management of projects. The Company's properties are, apart from translational vacancy, fully let, and this is largely due to Jutta Steinert's and the Company's management.
It should be added that the Company has been able to release a former employee through Jutta Steinert's employment. Without Jutta Steinert's employment, the demands, and thus the costs of property administration, on STRABAG would have been significantly higher.
Question 8:
My clients want to continue to gain full insight into the sale of the property owned by GHSP Botkyrka Fastigheder as well as the purchase and sale of the property Hesselvang 11, Grenå.
In the stock exchange announcement of 28 November 2022 regarding the sale of GHSP Botkyrka Fastigheder AB, it is stated that there were sales costs in Sweden and Denmark of SEK 5,027,000. Does this amount include a fee of 1.9% of SEK 101 million? If not, where is the fee of 1.9% booked? Has the Carthage Group (or related companies/persons) received any other sums or benefits in connection with the transaction?
Answer:
The property has been sold at a net sales price of SEK 101,043.00 after a sales fee in Denmark of SEK 1,957,000.
Question 9:
The stock exchange announcement of 16 November 2022 states that the property has been acquired for DKK 35.3 million. Does this include the fee of 5% of the purchase price received by the management company? If not, where is the fee booked?
Answer:
No, reference is made to above.
Question 10:
It is further stated that the property has an initial return of 6% excluding purchase costs. Does this mean that the annual rent amounted to approx. DKK 2.1 million?
Answer:
Yes.
Question 11:
The property is sold for DKK 40 million – i.e. DKK 4.7 million more than the purchase price. A profit of DKK 1 million is booked, which means that the cost of the transaction must amount to DKK 3.7 million. How are these costs distributed? How much of this has been paid to the Kartago Group (or related companies/persons).
Answer:
Reference is made to above.
Question 12:
My clients are still unsympathetic to the sale of this property. On the face of it, it would have been more economically justifiable to sell properties in Germany to reduce the debt.
Answer:
The Company disagrees with this unclear and theoretical consideration.
Question 13:
In the annual report of Hesselvang 11 A/S, note 7 states: "In addition, the company has received a surety for all outstanding debts from German High Street Properties A/S." We have not been able to identify this obligation as a contingent liability in the annual report of German High Street Properties A/S and furthermore find it difficult to understand how the provision of such a guarantee can be in German High Street Properties A/S's legal interest.
Answer:
Reference is made to the answer above regarding the transactions of the property in Grenå and in Stockholm.
The Company receives an annual guaranteed commission from the companies and can take over the property by means of a guarantee call for the remaining debt which is significantly below the property's market value.
General information about the operation of the company
Question 14:
The return on the company's properties after payment of the direct costs is very low. In 2024, rent plus costs amounted to Euro 4,896 million. Operating expenses amounted to Euro 1.423 million, resulting in a gross profit of Euro 3.275 million. Based on the property value at the end of 2024 of Euro 91.1 million, this corresponds to a return of 3.6%.
According to the annual report for 2024, the interest rate on the company's loan facilities was 5.2% at the end of 2023 and 4.25% at the end of 2024.
Thus, the gross profit from the properties is not even sufficient to pay interest on the company's external financing, and the company would thus be better off financially if the company sold part of the properties and repaid the bank debt.
It is difficult to understand that the board of directors believes that this is an expression of sound business operations.
Answer:
The Board of Directors assesses the company's business operations on the basis of long-term considerations, and also in this term, the Company's results are found to be fully justifiable.
In the short term, financing costs can increase faster than the properties' operating subsidies, which is not unusual. Just look at the listed real estate company EgnsINVEST Tyskland Ejendomme A/S controlled by the shareholder Sparekassen Danmark, where the property return in 2024 was 2.93% while the financing costs amounted to 3.58%.
Unfortunately, it is characteristic of the shareholders' "analyses" that they are erroneous and conceptual completely off the mark. The shareholders are apparently not familiar with the concept of leverage, which is discussed in textbooks' introduction to financing.
Question 15:
The reality is also that all income in the company that does not go to operating costs or servicing of debts is paid to administration, which to a very large extent are payments to companies or people who are closely related to, appointed by or otherwise related to the Kartago Group.
Frankly, this is unflattering for a group that markets itself as a provider of real estate projects.
Answer:
It is an unprofessional comment and presentation that deserves no comment.
The Kartago Group is the majority shareholder and has the sole interest that the Company performs as well as possible and that the greatest possible creation takes place under the conditions given at any given time.
External events and market conditions naturally affect these opportunities. The Company cannot, as your clients apparently find possible, make decisions by looking in the rear-view mirror.
Solutions
Question 16:
It is not an option for my clients to let it go.
There is a lack of understanding that the board of directors does not want to realize that the company is in a critical situation.
Answer:
The questioner’s theatrical and inflated language has nothing to do with the Company. The Company is in no way in a critical situation. It is the management's clear opinion, as also announced in connection with the latest quarterly report, that the Company can continuously improve earnings.
The Kartago companies, which are the main shareholders, naturally have the greatest interest in the Company's continued earnings growth.
Question 17:
As has emerged from our discussions and from our resolution proposal at the general meeting, we believe that the properties have greater value in another ownership – presumably as individual properties owned and operated by owners with thorough knowledge of the individual property's immediate area.
From the company's and shareholders' point of view, this is very clearly illustrated by (i) the fact that there has been no profit in the company for a number of years, nor is there any prospect of profit in the coming years, and (ii) that the company's value on the stock exchange is therefore far below net asset value.
My clients are ready to enter into a specific discussion regarding the acquisition of certain of the company's properties against payment in own shares (and possibly with the addition of a cash amount, if the company's bank association should require partial repayment of the company's loan due to a reduction in the property portfolio). As is well known, it has tried to sell the property in Frankfurt, so it is obvious that this property could be included in such a transaction.
Answer:
On the basis of the now many exchanges of opinions, it is not the opinion of the Board that there is any point in discussing the more or less unrealistic and worthless solutions proposed.
As mentioned, several times before, the Kartago Group is happy to try to get shareholders' shareholdings sold. As mentioned earlier, the Kartago companies will not increase their share in the company.
The shareholders are again asked to state the price at which the shares are to be sold.
Again, it may be surprising that a seemingly reputable lawyer would lend his name to these above-mentioned futile "analyses".
Finally, it should be mentioned that questions from shareholders will only be answered in connection with general meetings.