MapsPeople - Notice of Annual General Meeting
MapsPeople A/S | Notice to general meeting
Company Announcement No. 9-2023
Aalborg, April 3, 2023
General Meeting of MapsPeople A/S
The General Meeting will be held Tuesday, April 18, 2023 at Accura Advokatpartnerselskab, Alexandriagade 8, 2150 Nordhavn, at 16.00 (Danish time).
Agenda
- The Board of Directors’ report on the company’s activities during the past financial year
- Presentation of the annual report with auditor’s report for approval
- Decision to grant discharge
- Resolution on distribution of profit or covering of loss in accordance with the approved annual report
- Presentation of and indicative vote on the remuneration report for 2022 and presentation of proposed remuneration for 2023
- Election of the Board of Directors
- Election of auditor
- Any proposals from the Board of Directors and/or shareholders
- Proposal to authorize the Board of Directors to issue warrants
- Any other business
Item 1 Board of Directors’ report on the company’s activities during the past financial year
Item 2 Presentation of the annual report with auditor’s report for approval
The Board of Directors recommend Annual Report 2022 to be approved at the General Meeting
Item 3 Decision to grant discharge
Item 4 Resolution on distribution of profit or covering of loss
With reference to the results of the year as stated in the Annual Report 2022, the Board of Directors proposes to the General Meeting that the net profit or loss for the year is transferred to next year and thus no dividend is paid for the financial year 2022.
Item 5 Presentation of and indicative vote on the remuneration report
The remuneration report has been prepared in accordance with applicable law and is presented for the General Meeting for an indicative vote.
The Board of Directors proposes that the remuneration report 2022 be approved by the General Meeting
Furthermore, the Board of Directors proposes the following changes to the Board of Directors' remuneration for the current financial year:
With effect from January 1, 2024 the remuneration will be:
Chairman DKK 180.000 (Previously DKK 120.000)
Annual base fee DKK 90.000 (Previously DKK 60.000)
Item 6 Election of Board of Directors
The Board of Directors proposes re-election of Lars Henning Brammer, Jacob Bratting Pedersen, Christian Samsø Dohn, Rasmus Mencke & Michael Gram.
Information of the candidates' other managerial positions in other commercial undertakings and background may be found on the company's website.
Item 7 Election of auditor
The Board of Directors proposes the re-election of the company's current auditor, Deloitte Statsautoriseret Revisionspartnerselskab, CVR no. 33963556.
Item 8 Any proposals by the Board of Directors and/or shareholders
8.a - Proposal to authorize the Board of Directors to issue warrants
The board of directors proposes that the general meeting authorizes the board of directors to issue warrants with a nominal value of up to DKK 70.000 without pre-emptive rights for the company's existing shareholders and to decide on the related capital increase. The complete proposal, which is proposed to be included as a new item 4.16 of the articles of association, reads as follows:
“At the annual general meeting on 18 April 2023, the company authorized the board of directors to issue warrants (options) on one or more occasions and to resolve the related capital increase. The authority is valid until 18 April 2028 and includes a total amount of up to a nominal value of DKK 70,000 corresponding to a total of up to 3,500,000 warrants.
For warrants issued pursuant to this authorization and for the related capital increases, the following apply: each warrant entitles the holder to subscribe for one share of a nominal value of DKK 0.02 in the company, partial payment cannot be carried out; the company's shareholders shall not have pre-emptive rights to the issued warrants, the shareholders shall not have pre-emptive rights to the shares which are subscribed based on the warrants concerned, the new shares issued as a result of exercise of warrants shall be negotiable instruments, the new shares shall be registered in the holder’s name and recorded in the company’s shareholders register shares, no restrictions on negotiability of the new shares and no obligations on redemption of the new shares shall apply.
The terms for the issuance of warrants are determined by the board of directors, including the rules on the terms of exercise of warrants, the exercise price in event of exercise of the warrants, as well as the recipients' legal position in the event of capital increase, capital reduction, issuance of new warrants, issuance of convertible debt instruments and the company's dissolution, merger or division before the exercise date.
The board of directors determines the other terms of the implementation of the capital increase, including the timing of the rights to the new shares.
The board of directors may in accordance with the Danish Companies Act, reuse or reissue any expired or unexercised warrants, provided that the reuse takes place within the terms and time limits set out in the above authorization. Reuse means the right of the board to allow another party to enter into an already existing agreement on warrants. Reissue means the ability of the board of directors to reissue new warrants within the same authorization if the warrants already issued have lapsed.
The resolution of the board of directors to issue warrants shall be included in the articles of association. The board of directors is authorized to make the related amendments to the articles of association.“
Item 9 Any other business
Adoption
Items 2, 3, 4, 5, 6 and 7 on the agenda may be adopted by simple majority vote. The proposal under item 8.a must be passed by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.
Shareholder information.
At the time of issuing this notice, MapsPeople's share capital is DKK 1,159,273, 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, including the company's annual report for the fiscal year 2022 and the notice with the agenda and complete proposals, are available on MapsPeople's website, https://investors.mapspeople.com/governance/Annual-General-Meeting.
Shareholders may submit written questions to the company's management prior to the general meeting regarding the annual report for the fiscal year 2022, the agenda items, or any other matters relating to the company. Questions should be sent via email to [email protected].
The company may choose to answer such questions by making them and the answers available on the company's website, https://investors.mapspeople.com/governance/Annual-General-Meeting.
Shareholders may also ask the company's management questions orally during the actual general meeting regarding the annual report for the fiscal year 2022, the agenda items, or any other matters relating to the company.
By April 3, 2023 at 20.00 the following materials will be available on the company's website, https://investors.mapspeople.com/governance/Annual-General-Meeting:
- The notice convening the General Meeting
- Information on the total number of shares and votes as of the date of the notice
- The documents to be presented at the General Meeting
- The agenda and complete proposals, and
- Proxy and postal voting forms.
Registration date, attendance, and voting rights
A shareholder's right to attend and vote at the annual 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 clause 5.9 of the company's articles of association. The record date is April 11, 2023 at 23:59 (CEST).
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 April 14, 2023 at 23:59 (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, https://investors.mapspeople.com/governance/Annual-General-Meeting - 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://investors.mapspeople.com/governance/Annual-General-Meeting by going to the "Log on to Investor Portal" section and clicking the button. Log in with MitID,
- In writing using the proxy form that may be obtained on MapsPeople's website, https://investors.mapspeople.com/governance/Annual-General-Meeting. 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 14, April 2023 at 23:59 (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://investors.mapspeople.com/governance/Annual-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, https://investors.mapspeople.com/governance/Annual-General-Meeting. 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 14, April 2023 at 12:00 (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 in connection with the company's annual General Meeting, which is available on the company's website https://www.mapspeople.com
Questions from shareholders
Prior to the annual general meeting, shareholders can send questions regarding the agenda in writing to the company via email to [email protected].
Aalborg, April 3, 2023
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