Cessatech A/S (“Cessatech” or the “Company”) hereby convenes the annual general meeting to be held on 26 March 2021.
The shareholders of Cessatech A/S
The board of directors hereby convenes the annual general meeting of Cessatech to be held on Friday 26 March 2021 at 8.00 (CET) at the Company's address Kanonbådsvej 2, 1437 København K. To reduce the risk of COVID-19 spreading, the Board of Directors urges shareholders to refrain from attending the extraordinary general meeting in person and instead cast their votes by correspondence or proxy and watch the general meeting via webcast.
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
- Authorization to the board of directors to host online meetings (AGM & EGM)
- Prolongation of the Authorization to cash increase the share capital
Re 1: Election of chairman of the meeting
The board of directors proposes that Thomas Holst Laursen 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 2020 is adopted. The annual report is available on the Company’s website 11 March 2021
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 2020 of tDKK 909 before tax is carried forward to the next financial year in accordance with the adopted annual report. This is tDKK 146 higher compared to Q4 Year-end Results as the Incentive Warrant Scheme has been incorporated.
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: Martin Olin, Peter Birk, Charlotte Videbæk, Flemming Steen Jensen, Adam Steensberg and chairman Ulla Buhl
Re 6: Election of auditor
The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 41 29 30 55, as the Company’s auditor.
Re 7.1: Authorization to the board of directors to host Annual General Meetings and Extraordinary Meetings online.
The Board of Directors proposes to include a new Article 5.5 in the Articles of Association with the following wording:
Clause 5.5 - General meetings may be held by electronic means without physical attendance as determined by the board of directors (completely electronic general meetings). The board of directors lays down the detailed requirements to the electronic systems to be used to conduct a completely electronic general meeting.
Re 7.2: Prolongation of the Authorization to cash increase the share capital
The board of directors proposes to prolong the authorization of clause 3.2.1 for another year to 31 March 2022. The Board of Directors proposes to include a new Article 3.2.1 in the Articles of Association with the following wording:
Clause 3.2.1 - Authorization to cash increase of the share capital
In the period until 31 March 2022, the board of directors is authorized to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 73,600. The capital increase shall take place at market price by way of cash contribution.
Special circumstances due to COVID-19
Cessatech will comply with the recommendations coming from the authorities due to COVID-19. The board of directors recommend that the shareholders do not show up physically. The shareholders are encouraged to utilize the possibility to submit a proxy to the board of directors or vote by correspondence rather than exposing them-selves and others to unnecessary risks by opting for physical attendance.
On 1 January 2021, a new (Covid-19 promulgated) executive order came into force according to which the management of a company (also listed companies) may decide that a full electronic general meeting must be held, even though there is no authority in the articles of association if the management deems it impossible or disproportionately difficult to hold the general meeting physically. The executive order applies to the calendar year 2021
Proxy
The shareholders may vote by proxy for the general meeting. A proxy and voting correspondence form can be found on the company’s website (www.cessatech.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 25 March 2021 before 16.00.
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 found on the company’s website (www.cessatech.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 25 March 2021 before 16.00 and cannot be revoked.
Information:
To adopt the proposals under items 1, 3, 4, 5 og 6, a simple majority of the votes cast and represented share capital is required. The proposal under items 7.1 and 7.2 must be adopted by at least 2/3 of the votes and represented share capital.
The Company’s share capital is nominal DKK 736,000 divided into 3,680,000 shares of nominal DKK 0,20. Each share of nominal DKK 0.20 carries one vote at the general meeting.
The following documents are available at the Company’s premises and website (www.cessatech.com) from 11 March 2021:
- Notice to convene the general meeting
- Proxy and voting by correspondence form
- Annual report with auditors’ report for 2020
- Articles of association
A shareholder’s right to attend and vote at the general meeting is determined at the registration date, 19 March 2021, 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 12 March 2021 by email to [email protected] - an invite to the online Teams meeting will be returned on the 23 March 2021. A shareholder may also request an admission card for a proxy holder that gives a physical meeting on behalf of the shareholder. The request must be made according to the above guidelines. The shareholder must fill in and sign the proxy and postal voting form
Shareholders who webcast the general meeting will have the opportunity to ask questions electronically at the general meeting via a chat function. When webcasting the general meeting, each shareholder is responsible for ensuring that the shareholder has a mobile phone or a desktop/tablet device with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the general meeting. Shareholders webcasting the general meeting, are encouraged to submit a proxy or vote by post prior to the general meeting. Please note that it will not be possible to cast votes at the general meeting in connection with the webcast.
The shareholders have the right to ask questions in relation to the items on the agenda to be discussed at the general meeting. The questions can be made in writing before the general meeting or at the general meeting. The answer will - with the limitations that follow from law - if possible be made at the general meeting or be made available to the shareholders no later than two weeks after the general meeting.
