Minutes from Extraordinary General Meeting in FluoGuide A/S
Copenhagen, Denmark, 25 July 2023 – FluoGuide A/S (“FluoGuide” or the “Company”) held an extraordinary general meeting on 25 July 2023.
To the shareholders of FluoGuide A/S
The Annual General Meeting was held Tuesday 25 July 2023 at 11:00 (CEST) at the Company’s premises, Ole Maaløes Vej 3, room M0.10 - Neon, DK-2200 Copenhagen N, Denmark.
Notice: Represented at the annual general meeting was share capital of nominal DKK 596,943.5 corresponding to 5,969,435 votes and 49.64 % of the Company’s registered share capital.
The agenda for the extraordinary general meeting was as follows:
- ELECTION OF CHAIRMAN OF THE MEETING
- AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUE WARRANTS
Adoptions:
Re 1: Election of chairman of the meeting
The board of directors proposed that attorney-at-law Lars Lüthjohan was elected as the chairman of the general meeting.
The chairman of the meeting stated, with the unanimous consent of the general meeting, that the general meeting was lawfully convened and legally competent to resolve upon the following agenda:
Re 2: Authorization to the board of directors to issue warrants
The board of directors proposed that they are authorized to issue warrants to investors participating in the directed issue, cf. Press Release of 5 July 2023, with the right to subscribe for shares for up to nominal DKK 21,138.9 without pre-emptive rights for the shareholders.
The following terms and conditions shall apply:
Adoption of the proposal will imply that new clauses 3.5, 3.5.1, 3.5.2 and 3.5.3 are inserted in the Company's articles of association with the following wording:
Clause 3.5:
Authorization of the board of directors to issue warrants
Clause 3.5.1:
The board of directors is until 25 July 2028 authorized at one or more times to issue warrants to investors entitling the holder to subscribe for shares for a total of up to nominal value of DKK 21,138.9 without pre-emptive subscription rights for the company's shareholders. The exercise price for the warrants issued according to this authorization shall be set at or above market price. The board of directors shall determine the terms for the warrants issued and the distribution hereof.
Clause 3.5.2:
At the same time, the board of directors is authorized until 25 July 2028 at one or more times to increase the company's share capital with up to nominal value of DKK 21,138.9 without pre-emptive rights for the company's shareholders by cash payment in order to implement the capital increase related to exercise of warrants. In accordance with this clause the board of directors Invitation may increase share capital with a minimum a nominal value of DKK 0.10 and a maximum nominal value of DKK 21,138.9.
Clause 3.5.3:
The shares issued based on exercise of warrants shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's register of shareholders. The shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or party. No partial payment is allowed. The shares shall be with the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights.
The board of directors proposed that the authorizations were adopted as a new sections 3.5.1, 3.5.2 and 3.5.3 in the articles of association.
The proposal was unanimously adopted.
The general meeting was closed.