Communiqué from extraordinary general meeting in STENOCARE
STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER: STENO
On 5 February 2024 an extraordinary general meeting of shareholders of STENOCARE A/S, CVR no. 39024705, was held at law firm Lund Elmer Sandager, Kalvebod Brygge 39-41, 1560 Copenhagen with the following agenda:
Agenda:
- Appointment of a chairman of the meeting
- Authorisations to the board of directors to prolong existing convertible loans on amended terms.
- Amendment of articles of association
- Any other business
Re. 1 Appointment of a chairman
Ulrik Bayer, attorney-at-law, was appointed chairman of the meeting.
The chairman of the meeting noted that out of a total of 1,451,794.24 share capital (excluding the company’s own shares) 412,538.72 were represented and out of a total of 18,147,428 voting rights 5,156,734 were represented – either in person or by a power of attorney. On this basis the chairman found that the extraordinary general meeting was quorum. The chairman further stated that the extraordinary general meeting was duly summoned.
Re. 2 Authorisations to the board of directors to prolong existing convertible loans on amended terms
It was proposed to authorise the board of directors to prolong existing convertible loans on amended terms. As part of the proposal it was proposed that the below clause 5.7 with the following wording, in all material aspects, was inserted in the articles of association:
“5.7
The board of directors is authorised in the period up to and including 1 January 2025 to prolong existing convertible loans on amended terms up to a total of DKK 11,000,000 on one or more occasions. The convertible loans will give the right to subscribe for shares in the company, each share with a nominal value of DKK 0.08, corresponding to the right to subscribe – in case of default of the loans - a total nominal capital amount of up to DKK 1,600,000 in the company.
The terms for the convertible loans prolonged pursuant to this authorisation are attached as (appendix 5.7).
The board of directors is authorised to increase the company's nominal share capital one or more times by up to a total of nominal DKK 1,600,000 by converting the convertible loans to shares. Capital increase must be carried out in connection with the conversion of the convertible loans.
The authorisation implies that the capital increase must take place by issuing new shares on the terms that the new shares must belong to the existing share class, that the new shares shall be fully paid, that the shares are subscribed in amounts of DKK 0.08, that there is no pre-emption rights for existing shareholders, the new shares shall carry right of dividend and other rights in the Company from the time of conversion of the loan amount into shares, the transferability of the new shares shall be subject to the same restrictions as apply to the existing shares in the Company in the same share class, that the shares are negotiable instruments, that the shares are issued in the name of the holder and listed in the company's register of owners, and any regulation in accordance with section 172 of the Danish Companies Act is fulfilled.
The board of directors is authorised to prolong and arrange for the conversion of the convertible loans, to amend the articles of association as a result of the prolongment/conversion of convertible loans and to carry out that the corresponding capital increase is registered with the Danish Business Authority.”
As part of the proposal the board of directors will become authorised to lay down the terms and conditions for the capital increases to the above authorisation and to make such amendments to the company’s articles of association as may be required as a result of the board of directors’ exercise of the said authorisation.
The resolution was adopted by 5,156,082 votes (representing 99,98 % of the votes represented). Shareholders representing 652 votes did not vote.
Re. 3 Amendment of articles of association
It was proposed to amend the company’s articles of association according to item 2.
The resolution was adopted by 5,156,082 votes (representing 99,98 % of the votes represented). Shareholders representing 652 votes did not vote.
Re. 4 Any other business
There was no further business to be transacted.
The shareholders resolved to grant Ulrik Bayer, attorney-at-law, power of attorney (with the right of substitution) to file the resolutions passed by the general meeting with the Danish Business Authority and to make such amendments to the resolutions and the documents which may prove necessary in order to obtain registration with the Danish Business Authority.
*****
The general meeting closed.
As chairman
Ulrik Bayer