CS MEDICA A/S: Notice of Extraordinary General Meeting
The shareholders of CS MEDICA A/S ("CS MEDICA" or the "Company") are hereby notified of an Extraordinary General Meeting to be held on Wednesday 31, 2024, at 09:00 at TEAMS.
Proposed agenda
- Election of chairman of the meeting
- Proposal to make a capital increase of 317.000 shares for DKK 3,00 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Börsjakten AB or companies/persons related to Börsjakten AB, including its investor network. The shares are offsetting a remuneration for an IR agreement amounting to SEK 1.450.000.
- Proposal to make a cash capital increase of 499.200 shares for DKK 3,00 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Börsjakten AB or companies/persons related to Börsjakten AB, including its investor network.
- Proposal for the issuance of 3.000,000 new shares without pre-emption rights for existing shareholders to CS MEDICA to secure payment for Investor Relations (IR) related activities. The new shares will be issued at a nominal value of 0,065 DKK per share.
Re. 2 - Proposal to make a capital increase of 317.000 shares for DKK 3,00 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Börsjakten AB or companies/persons related to Börsjakten AB, including its investor network. The shares are offsetting a remuneration for an IR agreement amounting to SEK 1.450.000.
The Company contemplates hiring Börsjakten AB to provide investor relation services to the Company under a Sponsor Agreement (the “IR Agreement”). The term of the IR Agreement is until 11. Juli 2025.
Börsjakten AB will be remunerated for its services, through 317.000 shares in the Company of DKK 3.00 per share, equal to the remuneration of the IR Agreement, totaling SEK 1.450.000.
Re. 3 - Proposal to make a cash capital increase of 499.200 shares for DKK 3,00 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Börsjakten AB or companies/persons related to Börsjakten AB, including its investor network.
Proposal to make a cash capital increase 499.200 shares at a price of DKK 3,00 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Börsjakten AB or companies / persons related to Börsjakten AB, including its investor network.
Re 4 - Proposal to the issuance of 3.000.000 new shares to CS MEDICA to secure payment for Investor Relations (IR) related activities. The new shares will be issued at a nominal value of 0,065 DKK per share.
The Company contemplates hiring different companies to assist with IR-related activities enhancing investor communication and engagement. The remuneration for these IR-related activities will be offset through the issuance of the proposed 3.000.000 shares. Each month, the number of shares allocated for remuneration will be calculated based on the invoices from the companies providing IR-related services, using the share price at the end of each month.
The Issue costs related to the capital increases are expected to be approximately DKK 30.000.
The total number of votes as of the date of this notice is 12,322,635. The board has already received 8.842.160 positive votes, corresponding to 72%.
Registration
The registration date is 22. July 2024. Only those who are shareholders on this date have the right to participate and vote at the extraordinary general meeting.
In order to obtain access to the general meeting and thus to be able to participate in and vote at the general meeting, a shareholder must, no later than 2 days before the general meeting, request an admission card, cf. section 5.9 of the articles of association. Such a request must be made to Gitte Lund Henriksen, e-mail [email protected]. The request must be received no later than 22. July 2024, at 11.59 PM (CET). A shareholder has also the possibility of requesting an admission card for a proxy holder who attends the general meeting by 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, enclosed as schedule 1 and which also can be found on the Company's website www.cs-medica.com. The proxy must bring the admission card and the original form at the general meeting.
Participation: Wednesday 31, 2024, at 09:00 at TEAMS.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register. Such registration must be duly effected in the share register on 22. July 2024, and the shareholders must therefore advise their nominees well in advance of such date.
The shareholders have the right to ask questions in relation to the issues 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 the legislation - if possible be made at the general meeting or be made available to the shareholders no later than two weeks after the general meeting.
CS MEDICA A/S
On behalf of the board of directors
Flemming Heegaard, chairman