Genetic Analysis AS: Minutes from the Extraordinary General Meeting 17 July 2024
Oslo, Norway, July 17, 2024 - Genetic Analysis AS (the "Company", Ticker: GEAN) held an Extraordinary General Meeting today, July 17th, at 09:00 hours (CET) on the Company's premises in Ulvenveien 80, Oslo. All items on the agenda were approved as proposed.
The agenda for the meeting was as follows:
Opening of the meeting by the chairman of the board
The general meeting was opened by chairman of the board, Jethro Holter, who took record of attending shareholders as set out in Appendix 1 to the minutes. In total, 12,750,572 of the Company's 42,155,355 shares were represented, corresponding to 30.2% of the total number shares and votes in the Company.
Election of a chairperson and a person to co-sign the minutes
The chairman of the board, Jethro Holter was elected as chairperson of the meeting. Christina Casén was elected to co-sign the minutes together with the chairperson.
The decision was unanimous. cf. Appendix 2 to the minutes.
Approval of the notice and the agenda
The notice and the agenda were approved.
The decision was unanimous. cf. Appendix 2 to the minutes.
Share capital increase in connection with directed issue
In accordance with the proposal from the board of directors, the general meeting made the following resolution:
(i) The Company's share capital shall be increased by NOK 360,000 by issuance of 600,000 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").
(ii) The new shares shall be issued at a subscription price of NOK 0.75 per share.
(iii) The new shares shall be issued to Thorvald Steen (400,000 shares) and Ronny Hermansen (200,000 shares).
(iv) Existing shareholders' preferential rights pursuant to section 10-4 of the Norwegian Limited Liability Companies Act are deviated from in accordance with section 10-5 of the Norwegian Limited Liability Companies Act.
(v) Subscription shall be made no later than 18 July 2024 on a separate subscription form by Thorvald Steen and Ronny Hermansen, respectively.
(vi) Payment of the subscription amount shall be made no later than 19 July 2024 to the Company's bank account.
(vii) The new shares give right to dividend and other shareholders' right in the Company from such date the share capital increase is registered with the Norwegian Register of Business Enterprises.
(viii) The Company's estimated costs in connection with the share capital increase is approximately NOK 30,000.
(ix) Section 4 of the articles of association is amended so that it reflects the share capital and number of shares following the share capital increase.
The decision was unanimous. cf. Appendix 2 to the minutes.
The matter was accordingly approved with the required majority pursuant to Spotlight Markets rules with more than 9/10 of the shares voting and more than 9/10 of the shares represented at the general meeting.
General authorisation to the board of directors to increase the share capital
In accordance with the proposal from the board of directors, the general meeting made the following resolution:
(i) The board of directors is authorized pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company's share capital by up to NOK 5,925,992. Subject to said limitation on the aggregate amount, the authorization may be used on one or more occasions.
(i) The preferential rights of shareholders to the new shares under section 10-4 of the Norwegian Limited Liability Companies Act may be set aside, cf. section 10-5 of the Norwegian Limited Liability Companies Act.
(ii) The authorisation covers share capital increases against contributions in cash and contributions in assets other than cash. The authorisation comprises the right to incur special obligations for the Company, cf. section 10-2 of the Norwegian Limited Liability Companies Act as well as decisions on mergers in accordance with section 13-5 of the Norwegian Limited Liability Companies Act.
(iii) The authorisation shall be valid until the next annual general meeting in the Company, but not later than 30 June 2025.
(iv) With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, the general authorisation to the board of directors to increase the share capital by NOK 5,058,882 granted by the annual general meeting on 14 May 2024, is revoked, while the authorisation to increase the share capital with NOK 2,023,550 shall remain in force.
The decision was unanimous. cf. Appendix 2 to the minutes.
As there were no further matters on the agenda, the meeting was adjourned.
