Freetrailer Group reports summary from the annual general meeting

On Monday, 27 November 2023, at 14.00, the annual general meeting of Freetrailer Group A/S,
CVR no. 28 89 19 38, was held at the company's registered office.

Present were shareholders representing 35.66% of the company's total share capital of nominally
DKK 7,164,324 divided into 9,552,432 shares of DKK 0.75 each. 0,75.

 

The Board of Directors of Freetrailer Group A/S was represented at the Annual General Meeting as well as the company's auditor.

 

The CEO of Freetrailer Group A/S was present.

 

The following agenda was set for the general meeting:

 

1. Election of chairman
2. The Board of Directors' report on the company's activities during the past year
3. Presentation of the audited annual report for approval
4. Resolution on the utilisation of profits or covering of losses in accordance with the approved accounts
5. Proposal to issue authorisations to the Board of Directors to

(a)          Capital increase without pre-emption rights

(b)          Capital increase with pre-emption rights

(c)          Issuance of convertible bonds

(d)          Purchase of own shares

6. Proposed changes to the articles of association regarding

(a)          Deadline for organising an annual general meeting

(b)          Introduction of a registration date

(c)          Requirements for notification of participation in general meetings

7. Proposal to issue warrants to the Board of Directors
8. Election of the board of directors
9. Election of auditor
10. Orientation regarding remuneration policy
11. Any proposals from the Board of Directors or shareholders

 

Re 1:   Election of chairman

 

Jens Folker Bruun, attorney-at-law, was elected as chairman of the meeting and established that the annual general meeting had been legally convened and constituted a quorum in relation to the items on the agenda.

 

 

Re 2:   The Board of Directors' report on the company's activities during the past year

 

The Board of Directors presented a report on the company's activities during the past financial year.

 

The general meeting took note of the Board of Directors' report.

 

 

Re 3:   Presentation of the audited annual report for approval

 

The company's CFO Martin Damm reviewed the key figures in the company's annual report for 2022/2023, which was presented.

 

The company's annual report for 2022/2023 was adopted.

 

 

Re 4:   Resolution on the utilisation of profits or covering of losses in accordance with the approved accounts

 

The Board of Directors' proposal regarding the appropriation of the result in accordance with the approved annual report was adopted.

 

 

Re 5:   Proposal to issue authorisations to the Board of Directors

(a) Capital increase without pre-emption rights

It was proposed to adopt the following authorisation for the Board of Directors to issue shares without pre-emptive rights for the shareholders. The authorisation would replace the existing authorisation in Article 4d of the Articles of Association:

 

"At the annual general meeting of the company on 27 November 2023, the Board of Directors was authorised to increase the share capital by up to an additional nominal amount of DKK 1,500,000 on one or more occasions without pre-emptive rights for existing shareholders. Subscription shall be made at market price, which shall be determined by the Board of Directors. The market price shall be deemed to be a price within the level of +/- 10 per cent in relation to the price of the company's shares on the Spotlight Stock Market.

 

The new shares must be negotiable instruments. Shares must be registered shares. The same restrictions shall apply to their negotiability as apply to existing shares. No new shareholder shall be obliged to have his shares redeemed. The new shares shall be issued in denominations of DKK 0.75 nominal value and shall have the same rights in the company as the old shares.

 

The capital increase shall be effected by issuing new shares against cash payment.

 

This authorisation is valid until 26 November 2028.

 

The rights of the new shares, including voting rights, shall take effect from the time when the shares are fully paid up.

 

The Board of Directors shall make the amendments to the company's Articles of Association that are a necessary consequence of the capital increase(s) carried out, including cancellation of this authorisation when the authorisation has been fully utilised or when the time limit has expired."

 

The motion was passed.

 

(b) Capital increase with pre-emptive rights

 

It was proposed to adopt the following authorisation for the Board of Directors to issue shares with pre-emptive rights for the shareholders. The authorisation would replace the existing authorisation in Article 4e of the Articles of Association:

 

"At the annual general meeting of the company on 27 November 2023, the Board of Directors was authorised, with pre-emptive rights for current shareholders, to increase the share capital in one or more stages by up to an additional nominal amount of DKK 1,500,000. Subscription shall be made at market price, which shall be determined by the Board of Directors. The market price shall be deemed to be a price within the level of +/- 10 per cent in relation to the price of the company's shares on the Spotlight Stock Market.

 

The new shares must be negotiable instruments. Shares must be registered shares. The same restrictions shall apply to their negotiability as apply to existing shares. No new shareholder shall be obliged to have his shares redeemed. The new shares shall be issued in denominations of DKK 0.75 nominal value and shall have the same rights in the company as the old shares.

 

The capital increase shall be effected by issuing new shares against cash payment.

 

This authorisation is valid until 26 November 2028.

 

The rights of the new shares, including voting rights, shall take effect from the time when the shares are fully paid up.

 

The Board of Directors shall make the amendments to the company's Articles of Association that are a necessary consequence of the capital increase(s) carried out, including the cancellation of this authorisation when the authorisation has been fully utilised or when the time limit has expired."

 

The motion was passed.

 

(c) Issuance of convertible bonds

 

It was proposed to adopt the following authorisation for the Board of Directors to issue convertible bonds without pre-emptive rights for the shareholders (and to resolve on the capital increase following the exercise of the convertible bonds). The authorisation would replace the existing authorisation in Article 4f of the Articles of Association:

 

"The Company may, by resolution of the Board of Directors, on one or more occasions raise loans against debt instruments entitling the lender to convert his claim into shares in the Company.

 

This authorisation is valid until 26 November 2028. Loans may be made by cash payment or otherwise, and the pre-emptive rights of existing shareholders shall not apply.

 

The share capital may, by resolution of the Board of Directors, be increased on one or more occasions by nom. DKK 750,000 by exchange for shares of nom. DKK. 0.75 of the convertible debt instruments issued by the company pursuant to the above authorisation. The lender is granted pre-emptive rights to the shares issued in connection with the conversion. The new shares shall be negotiable instruments and shall be registered shares. The same restrictions shall apply to the negotiability of the new shares as apply to the existing shares in the company. The conversion price shall be set at the market price, which shall be determined by the Board of Directors.

 

Loans raised pursuant to the authorisation shall otherwise be subject to the terms and conditions set by the Board of Directors, cf. section 169(2) and (3) of the Danish Companies Act."

 

The motion was passed.

 

(d) Purchase of treasury shares

 

It was proposed to adopt the following authorisation for the Board of Directors to purchase own shares. The authorisation was new and was to be inserted as article 4h in the company's articles of association:

 

"The Board of Directors is authorised until 26 November 2028 to acquire own shares up to 10% of the total share capital at any time at a price corresponding to the market price (understood as the current listed trading price) with a premium/deduction of up to 10%. "

 

The motion was passed.

 

 

Re 6:   Proposed amendments to the Articles of Association regarding

 

(a) Deadline for holding an annual general meeting

 

It was proposed that the deadline for organising an Annual General Meeting be extended by one month to six months after the end of each financial year, see Article 5, paragraph 1 of the Articles of Association.

 

The motion was passed.

 

(b) Introduction of a registration date

 

It was suggested that a registration date be introduced by inserting the following provision as a new section 8, paragraph 6 (the existing paragraph 6 would become new paragraph 8):

 

"A shareholder's right to attend a general meeting and to vote is determined in proportion to the shares held by the shareholder on the date of registration. The registration date is one week before the general meeting. A shareholder's shareholding and voting rights are calculated on the registration date based on the entry of the shareholder's ownership in the register of shareholders and any notifications of ownership received by the company for entry in the register of shareholders."

 

The motion was passed.

 

(c) Requirement for notification of participation in general meetings

 

It was proposed that a requirement for notification of participation in general meetings be introduced by inserting the following provision as a new section 8, paragraph 7 (the existing paragraph 7 would become new paragraph 9):

 

"A shareholder who is entitled to attend the general meeting and who wishes to attend the general meeting shall request an admission card from the company no later than three weekdays before the general meeting."

 

The motion was passed.

 

 

Re 7:   Proposal to issue warrants to the Board of Directors

 

It was proposed to grant Thomas Zeihlund (50,000), Charlotte Bender (25,000) and Jesper Genter Lohmann (25,000) warrants - in total 100,000 warrants (and to resolve on the capital increase following the exercise of said warrants). Each warrant was to entitle the holder to subscribe for one share of DKK. 0.75 against payment of an amount in DKK corresponding to the average share price at the close of the stock exchange in the period from 30 October to 24 November 2023 (DKK 24.53).

 

With reference to the rules of the Danish Companies Act, the following terms and conditions should otherwise apply in connection with the issuance of the above warrants and subsequent subscription for the new shares upon exercise of these warrants, and be included as part of the articles of association as new article 4g(2):

 

"The company's general meeting has on 27 November 2023 issued 100,000 warrants to members of the company's board of directors and has at the same time resolved on the related capital increase. The following terms shall apply in connection with the issuance of the above warrants and subsequent subscription for the new shares upon exercise of these warrants, also referring to Appendix 4g(2) of the articles of association:

• The maximum nominal amount by which the capital may be increased on the basis of the exercise of warrants is DKK 75,000 (subject to the adjustment mechanism in item 6 of Annex 4g(2)),

• The capital increase takes place without pre-emptive rights for existing shareholders, as the subscription is based on the warrants granted,

• There shall be no restrictions on the pre-emptive rights attached to the new shares in connection with future capital increases,

• The new shares shall entitle the holder to dividends in the company for the current financial year in which the shares are subscribed for on an equal footing with the existing shares and other rights in the company from the date of subscription of the shares,

• The deadline for subscription of the new shares is calculated on the basis of the provisions of paragraph 4 of Annex 4g(2),

• The full amount for subscription of the number of shares to be subscribed for on the basis of the warrants shall be paid in cash in accordance with the provisions of item 4 of Annex 4g(2),

• The new shares are issued in shares with a nominal value of DKK 0.75 each,

• The capital increase is made at DKK 24.53 per share of nominally DKK 0.75, corresponding to the average share price at the close of the stock exchange in the period from 30 October to 24 November 2023 per share of nominally DKK 0.75,

• The new shares shall be registered in name, recorded in the Company's register of shareholders and negotiable instruments; and

• The estimated costs to be incurred by the company in connection with the capital increases amount to DKK 30,000 (excluding VAT).

 

A new appendix 4g(2) to the Articles of Association was presented.

 

The motion was passed.

 

 

Re 8:   Election of the Board of Directors

 

The members of the Board of Directors resigned in accordance with the company's Articles of Association at the Annual General Meeting.

 

The entire Board of Directors announced that they were willing to accept re-election.

 

The Board of Directors' proposal to maintain the number of Board members at five was adopted.

 

Prior to the election of members to the Board of Directors, information was provided in accordance with section 120 of the Danish Companies Act on the nominated candidates' directorships in other commercial enterprises.

 

The board was re-elected.

 

 

Re 9:   Election of auditor

 

A proposal was made to re-elect Kreston CM Statsautoriseret Revisionsinteressentskab as auditor of the company.

 

Kreston CM Statsautoriseret Revisionsinteressentskab was re-elected.

 

Re 10:  Orientation regarding remuneration policy

 

The Chairman of the Board of Directors provided information on the company's remuneration policy.

 

The briefing was taken note of.

 

Re 11:  Any other business

 

There were no matters to discuss under any other business.

 

There being no further business, the general meeting was adjourned at 15.30.

 

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As a conductor:

 

__________________

Lawyer Jens Folker Bruun