MapsPeople A/S - Notice of extraordinary general meeting
MapsPeople A/S | Notice convening extraordinary general meeting
Company Announcement No. 12-2024
Aalborg, July 25, 2024
Extraordinary general meeting of MapsPeople A/S
The general meeting will be held on Friday, August 9, 2024, at Accura Advokatpartnerselskab, Alexandriagade 8, 2150 Nordhavn, at 2:00 p.m. (Danish time).
Agenda
- Proposal to increase the authorisation to issue new shares without pre-emption rights (article 3.1.2)
- Proposal to increase the authorisation to issue new shares with pre-emption rights (article 3.2.1)
- Proposal to adjust article 3.3.1 accordingly with the proposal under items 1 and 2
- Authorization to the chairman
Item 1 Increase of the authorisation to issue new shares without pre-emptive rights (article 3.1.2)
Pursuant to article 3.1.2, a remaining nominal value of DKK 5,270.58 of new shares may be issued without pre-emptive rights.
To ensure flexibility for the board of directors to achieve the necessary capital structure for executing the company's strategy, including achieving growth based on capital increases as well as acquisitions, the board of directors proposes that the authorization is increased with nominally DKK 194,729.42, from a total nominal value of DKK 300,000 to a total nominal value of DKK 494,729.42 of which DKK nominally 200,000 remain unused.
All other terms remain the same, including that any increase must be made at market price.
Item 2 Increase of the authorisation to issue new shares with pre-emptive rights (article 3.2.1)
Pursuant to article 3.2.1, a remaining nominal value of DKK 398,131.50 of new shares may be issued with pre-emptive rights.
To ensure flexibility for the board of directors to achieve the necessary capital structure for executing the company's strategy, including achieving growth based on capital increases as well as acquisitions, the board of directors proposes that the authorization is increased with nominally DKK 51,868.50, from a total nominal value of DKK 600,000 to a total nominal value of DKK 651,868.50 of which nominally DKK 450,000 remain unused.
All other terms remain the same, including that the board of directors determines the subscription price.
Item 3 Proposal to adjust article 3.3.1 accordingly
Pursuant to article 3.3.1, the total nominal capital increase which the board of directors may resolve in accordance with articles 3.1.2 and 3.2.1, may not exceed a nominal value of DKK 750,000 (the "Cap").
In accordance with the proposal under items 1 and 2, the board of directors proposes to increase the Cap with nominally DKK 400,000, to a total nominal value of DKK 1,150,000.
Item 4 Authorization to the chairman
The board of directors proposes that the general meeting authorizes the chairman of the general meeting, with a right of substitution, to file the resolutions adopted with the Danish Business Authority and to make any such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.
Adoption
Items 1-3 on the agenda may be adopted with at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting. Item 4 may be adopted by a simple majority.
Shareholder information
At the time of issuing this notice, MapsPeople's share capital is DKK 1,621,133.08 , divided into shares of DKK 0.02 each or multiples thereof. Each share of DKK 0.02 represents one vote at the general meeting
All documents to be presented at the general meeting are available on MapsPeople's website.
Shareholders may submit written questions to the company's management prior to the general meeting regarding the agenda items. Questions should be sent via email to [email protected].
Shareholders may also ask the company's management questions orally during the actual general meeting.
From the date of this notice, the following material will be available on the company's website:
- This notice convening the general meeting
- Information on the total number of shares and votes as of the date of the notice (included herein)
- The documents to be presented at the general meeting
- The agenda and complete proposals (included herein), and
- Proxy and postal voting forms.
Registration date, attendance, and voting rights
A shareholder's right to attend and vote at the general meeting is determined based on the number of shares that the shareholder is registered for or has notified for registration in the shareholder register on the record date, as specified in article 5.9 of the company's articles of association. The record date is Friday, August 2, 2024.
Admission card
To be able to attend the general meeting and exercise their rights, a shareholder must have timely requested an admission card, which must be presented at the entrance to the general meeting. The same requirement applies to proxies and any accompanying advisors, who must also be able to present proper identification.
Admission cards (including for proxies and companions) must be ordered no later than on Friday, August 2, 2024 at 11.59 p.m. (Danish time), in one of the following ways:
- Electronically via a link on MapsPeople's website
- In writing using the registration form that can be obtained from MapsPeople's website, Registration Form - the form is filled out and signed and then sent by email to [email protected].
Please note that admission cards will only be sent by email and will not be sent by regular mail. Ordered admission cards will be sent to the email address provided in connection with registration. Admission cards must be printed and brought to the general meeting, where ballot papers will be handed out at the entrance in connection with registration of attendance.
Proxy
Shareholders have the option of giving a proxy to MapsPeople's board of directors to vote on their behalf. Alternatively, shareholders may be represented at the general meeting by proxy.
Proxies may be given in one of the following ways:
- Electronically via a link on MapsPeople's website: https://www.mapspeople.com/investors/general-meeting by going to the "Log on to Investor Portal" section and clicking the button. Log in with NemID/MitID,
- In writing using the proxy form that may be obtained on MapsPeople's website, Proxy Form - the form is to be filled out, dated, signed and then sent by email to [email protected].
Proxies must be received by MapsPeople no later than on Monday, August 5, 2024 at 11.59 p.m. (Danish time)
Proxies must be able to present admission cards and proper identification at the entrance as a condition for gaining access and being able to vote at the General Meeting.
Postal vote
Shareholders also have the option to vote by mail. Postal votes can be given in one of the following ways:
- Electronically via a link on MapsPeople's website: https://www.mapspeople.com/investors/general-meeting by going to the "Log on to Investor Portal" section and clicking the button. Log in with NemID/MitID, after which you may vote by mail under the General Meeting tab.
- Written using a postal vote form that may be downloaded from MapsPeople's website, Postal vote - the form is to be filled out, dated, signed and then sent via email to [email protected].
Shareholders may either vote by proxy (as mentioned above) or postal vote, but not both. Postal votes – unlike proxies – cannot be revoked.
Postal votes must be received by MapsPeople no later than on Wednesday, August 7, 2024 at 10:00 a.m. (Danish time).
Personal data - GDPR
For information on how MapsPeople A/S collects, processes, and protects personal data, reference is made to the company's information sheet on personal data protection. which is available on the company's website https://www.mapspeople.com.
Aalborg, July 25, 2024
MapsPeople A/S
The board of directors
FURTHER INFORMATION
MapsPeople A/S
Morten Brøgger, CEO
Mobile (+45) 31 23 48 72
Email [email protected]
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Stockholmsgade 45
2100 Copenhagen Ø
Denmark