Annual General Meeting Copenhagen, Denmark, 2 May 2022 – FluoGuide A/S (“FluoGuide” or the “Company”) hereby convenes an annual general meeting to be held on 18 May 2022.
To the shareholders of FluoGuide A/S
The board of directors hereby convenes an annual general meeting of FluoGuide to be held on:
Wednesday 18 May 2022 at 11:00 (CET) at the Company’s premises, Ole Maaløes Vej 3, room M6, DK-2200 Copenhagen N, Denmark.
The agenda for the general meeting is as follows:
- ELECTION OF CHAIRMAN OF THE MEETING
- REPORT ON THE ACTIVITIES OF THE COMPANY IN THE PAST FINANCIAL YEAR
- PRESENTATION OF THE ANNUAL REPORT WITH AUDITORS' REPORT FOR ADOPTION
- RESOLUTION ON COVERING OF LOSSES IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT
- ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
- ELECTION OF AUDITOR
- PROPOSALS FROM THE BOARD OF DIRECTORS AND SHAREHOLDERS
- Authorisation to the board of directors to increase the share capital without pre-emptive subscription rights.
- Miscellaneous amendments to the articles of association.
8. MISCELLANEOUS
Complete agenda:
Re 1: Election of chairman of the meeting
The board of directors proposes that Henrik Moltke is elected as the chairman of the general meeting.
Re 2: Report on the activities of the Company in the past financial year
An oral report on the activities of the Company in the past financial year will be presented. The board of directors proposes that the report is noted by the general meeting.
Re 3: Presentation of the annual report with auditors' report for adoption
The board of directors proposes that the Company's annual report with the auditors' report for the financial year 2021 is adopted. The annual report is available on the Company's website.
Re 4: Resolution on covering of losses in accordance with the adopted annual report
The board of directors proposes that the consolidated loss for the financial year 2021 of tDKK 23,770 is carried forward to the next financial year in accordance with the adopted annual report.
Re 5: Election of members to the board of directors
The board of directors proposes re-election of the following members of the board of directors: Lisa Micaela Sjökvist, Shomit Adhip Ghose, Peter Mørch Eriksen, Mats Thorén and Andreas Kjær. Please visit our website www.fluoguide.com for information about the candidates.
Re 6: Election of auditor
The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 39 29 64 38, as the Company's auditor.
Re 7.1: Authorisation to the board of directors to increase the share capital without pre-emptive rights for the shareholders
The board of directors proposes that it is authorised to increase the share capital by the issue of new shares with up to nominal DKK 300,000 without pre-emptive rights for the shareholders.
The board of directors proposes that the authorisation is adopted as a new section 3.3. in the articles of association and that the existing authorisation in section 3.2. is deleted.
Section 3.3 shall have the following wording:
Clause 3.3.1:
“The board of directors is until 1 May 2027 authorised at one or more times to increase the company's share capital by the issuance of new shares with up to nominal DKK 300,000 without pre-emptive subscription rights for the company's shareholders. Capital increases according to this authorisation can be carried out by the board of directors by way of contributions in kind, conversion of debt and/or cash contributions. The shares may be issued at market price or at a discount price as determined by the board of directors.”
Clause 3.3.2:
“For shares issued pursuant to section 3.3.1 the following shall apply: The new shares shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's register of shareholders. The shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment is allowed. The shares shall be with the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the Danish Business Authority.“
Re 7.2: The board of directors proposes that the articles of association are amended and updated as set out in the attached articles of association also reflecting adoption of the proposals set out in item 7.1
Re 8: Miscellaneous
Proxy
The shareholders may vote by proxy for the general meeting. A proxy and voting correspondence form can be find on the company’s website (www.fluoguide.com). Voting instructions by proxy shall be submitted by returning the proxy and voting by correspondence form, duly completed, and signed, by email to [email protected]. Proxies shall be submitted no later than 17 May 2022.
Voting by Correspondence
Shareholders may - instead of voting in person at the general meeting - choose to vote by mail, i.e. voting in writing prior to the general meeting. A proxy and voting by correspondence form can be find on the company’s website (www.fluoguide.com). Any shareholder who wishes to vote by mail shall submit the proxy and voting by correspondence form, duly completed and signed, by email to [email protected]. Votes delivered by mail must be submitted no later than 16.00 CET on 17 May 2022 and cannot be revoked.
Information:
Adoption requirements
The proposal under agenda item 7.1 must be approved by a majority of not less than nine tenth of all votes cast and of the share capital represented at the general meeting and the proposal under agenda item 7.2 must be adopted by a majority of not less than two thirds of all votes cast and of the share capital represented at the Annual General Meeting.
The remaining proposals may be adopted by a simple majority of the votes.
Share capital and voting rights
The Company's share capital is nominal DKK 1,181,450 divided into 11,814,500 shares of nominal DKK 0.10. Each share of nominal DKK 0.10 carries one vote at the general meeting.
A shareholder's right to attend and vote at the general meeting is determined at the registration date, 11 May 2022, according to the shareholders' register.
Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than 16 May 2022 by email to [email protected].
The following documents are available at the Company's premises and website (www.fluoguide.com) from 2 May 2022:
- Notice to convene the general meeting
- Proxy and voting by correspondence form
- Annual report with auditors' report for 2021
- Revised articles of association reflecting the amendments proposed following adoption of the proposals under item 7.1 – 7.2.