EXTRAORDINARY GENERAL MEETING
Cessatech A/S (“Cessatech” or the “Company”) hereby convenes the extraordinary general meeting to be held on Friday, 5 July 2024.
The shareholders of Cessatech A/S
The board of directors hereby convenes the extraordinary general meeting of Cessatech to be held physically on Friday 5 July 2024 at 8.30 (CET), at Kanonbådsvej 2, 1437 Copenhagen, Denmark.
The agenda for the general meeting is as follows:
- Election of the chairman of the meeting
- Proposals from the board of directors
- Proposal to elect Anders Dyhr Dombernowsky-Toft as a board member
- Clarification of clause 3.1.2 in the Articles of Association
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Re. 1: Election of the chairman of the meeting
The board of directors proposes that attorney at law Anders Rubinstein is elected as the chairman of the general meeting.
Re. 2: Proposals from the board of directors
Re. 2.1 Proposal to elect Anders Dyhr Dombernowsky-Toft as a board member
Changes in the Board of Directors, Peter Birk Rasmussen is leaving the Board of Directors and the Board of Directors propose Anders Dyhr Dombernowsky-Toft is elected as board member
Re. 2.2 Clarification of clause 3.1.2 in the Articles of Association
The board of directors proposes to include a specification of number of warrants related to a potential new incentive warrant scheme for employees or board members of Cessatech, in article 3.1.2 with the following wording:
“3.2.1 Authorization to issue incentive warrants
The Board of Directors is authorized during the period until 1 January 2027 on one or more occasions to issue 1,936,122 warrants without pre-emptive rights for the Company’s shareholders, each conferring the right to subscribe one share of nominal DKK 0.20 against cash contribution. Warrants may be issued to board members, members of management and other employees of the Company and its subsidiaries, if any. The specific terms and conditions of the warrants are to be determined by the Board of Directors.”
The number 1,936,122 warrants equal 10% of the Company’s share capital on a fully diluted basis at the date of this notice.
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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 4 June 2024.
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 June 2024 at 16.00 (CET) and cannot be revoked.
INFORMATION
To adopt the proposal under item 1, a simple majority is required.
To adopt the proposal under item 2.1 of the agenda, a simple majority of the votes is required. To adopt the proposal under item 2.2 a majority of 2/3 of the votes cast and represented share capital is required.
The following documents are available at the Company’s premises and website
(www.cessatech.com/investor/) from 20 June 2024:
- 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 June 2024, 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 4 June 2024 by e-mail 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.
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 June 2024
The board of directors of Cessatech A/S
