Extraordinary general meeting
Cessatech A/S (“Cessatech” or the “Company”) hereby convenes the extraordinary general meeting to be held on Friday 4 November 2022.
The shareholders of Cessatech A/S
The board of directors hereby convenes the extraordinary general meeting of Cessatech to be held physically on Friday 4 November 2022 at 8.00 (CET), at Kanonbådsvej 2, 1437 Copenhagen, Denmark, but with the possibility to attend via webcast as further set out in this notice.
The agenda for the general meeting is as follows:
- Election of the chairman of the meeting
- Proposals from the board of directors
- Proposal to authorize the board of directors to issue warrants and to resolve on the associated capital increase
- Proposal to authorize the board of directors to increase the share capital
- Any other business
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Re. 1: Election of the chairman of the meeting
The board of directors proposes that attorney-at-law Jakob Vig Schnack is elected as the chairman of the general meeting.
Re. 2: Proposals from the board of directors
As described in the Offering Memorandum published on 20 October 2022, underwriters have the possibility to have their underwriting compensation paid in units. In order for the board of directors to be able to issue compensation units, the following is proposed:
Re. 2.1 Proposal to authorize the board of directors to issue warrants and to resolve on the associated capital increase.
The board of directors proposes to include a new Article 3.1.7 and 3.1.8 with the following wording:
“3.1.7 The board of directors is authorized during the period until 31 December 2022 on one or more occasions to issue up to 502,869 warrants without pre-emptive rights for the Company’s existing shareholders, each conferring the right to subscribe one share of nominally DKK 0.20 against cash contribution at a price corresponding to 70% percent of the Volume-Weighted Average Price (VWAP) of the Company’s share price on Spotlight Stock Market during a period of ten (10) trading days following the earliest of either (i) the announcement of the final data from the Company’s 0205 study, where announcement means an official press release via Spotlight Stock Market; or (ii) the announcement of the Company’s annual report for the financial year 2023 via Spotlight Stock Market. The exercise price can be below market price. However, the exercise price shall be at least DKK 2 and no more than DKK 6. The board of directors is during the period until 31 December 2022 also authorized to resolve on the corresponding increase(s) of the share capital with up to nominally DKK 100,573.80. The board of directors sets forth the other terms related to warrants issued pursuant to this authorization.”
“3.1.8 Shares subscribed for on the basis of warrants issued in accordance with article 3.1.7 of the articles of association shall be freely transferable. The shares shall be negotiable instruments and shall be issued in the name of the holder and registered in the Company’s shareholders’ register. The board of directors is authorized to amend the articles of association as required following issuance/exercise of warrants issued pursuant to article 3.1.7.”
Re. 2.2 Proposal to authorize the board of directors to increase the share capital.
The board of directors proposes to include a new Article 3.2.4 and 3.2.5 with the following wording:
“3.2.4 The board of directors is authorized during the period until 31 December 2022 on one or more occasions to increase the share capital without pre-emptive rights for the Company’s existing shareholders by up to a nominal amount of DKK 201,147.60 and at a subscription price of DKK 2.00 per share of nominally DKK 0.20, which can be below the market price at time of the capital increase. The capital increase may be completed by cash contribution or debt conversion.”
“3.2.5 Shares issued in accordance with article 3.2.4 shall be issued in the name of the name of the holder and registered in the Company’s register of shareholders, shall be negotiable instruments and freely transferable and shall in every respect carry the same rights as the existing shares of the Company. The board of directors is authorized to set forth the other terms and conditions for the capital increase(s) pursuant to the authorization under article 3.2.4 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 this authorization.”
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PROXY
The shareholders may vote by proxy for the general meeting. A proxy form can be found on the Company’s website (www.cessatech.com/investor/). Voting instructions by proxy shall be submitted by returning the proxy form, duly completed and signed, by e-mail to [email protected]. Proxies shall be submitted no later than 2 November 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 voting by correspondence form can be found on the Company’s website (www.cessatech.com/investor/). Any shareholder who wishes to vote by mail shall submit the voting by correspondence form, duly completed and signed, by e-mail to [email protected] no later than 3 November 2022 at 16.00 (CET) and cannot be revoked.
INFORMATION
To adopt the proposal under item 1, a simple majority is required.
To adopt the proposals under items 2.1 and 2.2 of the agenda, a majority of 9/10 of the votes cast and represented share capital is required.
The Company’s share capital is nominal DKK 1,222,507 divided into 6,112,535 shares of nominal DKK 0,20 each. 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/investor/) from 20 October 2022:
- Notice to convene the general meeting and the complete proposals
- Proxy and voting by correspondence form
A shareholder’s right to attend and vote at the general meeting is determined at the expiry of the registration date, 28 October 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 2 November 2022 by e-mail to [email protected].
The extraordinary general meeting will be held physically but with the opportunity to attend by webcast (via Microsoft Teams). Shareholders attending by webcast will not have the possibility to cast votes. A link to the online Microsoft Teams meeting (webcast) will be made available upon request to [email protected].
A shareholder may also request an admission card for a proxy holder that participates 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 webcasting the general meeting are encouraged to submit a proxy or vote by correspondence prior to the general meeting.
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.
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Copenhagen, 20 October 2022
The board of directors of Cessatech A/S
