Minutes from Extraordinary General Meeting in Wirtek A/S
Company Announcement no. 15/2023
15 August 2023
On 15 August 2023 Wirtek A/S (CVR-nr. 26042232) held an Extraordinary General Meeting electronically.
Present at the meeting:
Shareholders representing 49.0% of the share capital.
The board of directors.
Agenda:
- Appointment of new member of the board of directors
- Amendment of authorization in articles of association
- Registering of articles of association
- Any other business
Item 1: Appointment of new member of the board of directors
The board of directors proposed the election of Janie C. Nielsen as new independent member of the board of directors. Janie C. Nielsen is a highly experienced corporate attorney specialised particularly within the fields of employment and labour law, as well as corporate law, including in relation to mergers and acquisitions. Janie C. Nielsen also has a wealth of knowledge in employee and management incentives, including bonuses, options, and warrants schemes. Through various leadership roles in law firms and other businesses, as well as serving on several boards, Janie C. Nielsen has acquired extensive general business acumen.
The proposal was approved unanimously.
2: Amendment of authorization in articles of association
The board of directors proposed to change the authorization in the company’s articles of association section 3.6, which gives the board of directors an additional authorization to choose to complete capital increases through debt conversion. As a result, the board of directors propose amending section 3.6 of the articles of association to include authorization for capital increases by debt conversion. Following an acceptance of the proposal the full wording of section 3.6 will be as follows:
“The company has authorized the board of directors to issue shares up to an aggregate amount of nominally DKK 300,000.00 of nominally DKK 0.15 by contribution in cash, by contribution of assets other than cash, or by conversion of debt. Further, the company has authorized the board of directors to carry out the capital increase required for that purpose. The authorization may be used at one or more occasions.
The authorization is given until 4 April 2026.
Partial payment is not allowed in connection with the capital increase.
The new shares shall not belong to a special share class.
The pre-emption right of the existing shareholders is deviated from in connection with the issuance of the shares.
No restrictions on transferability shall apply to the new shares.
The shares shall be negotiable instruments.
The new shares shall be registered shares in the name of the holder.
The share capital shall in any event be increased at a subscription price, which is not lower than market value
The terms and conditions of the subscription for shares shall be determined by the board of directors.”
The proposal was approved unanimously.
Item 3: Registering of articles of association
Following an approval of the above proposal the board of directors proposed to register the updated articles of association with the Danish Business Authority.
The proposal was approved unanimously.
This concluded the extraordinary general meeting on 15 August 2023.
Chairman of the extraordinary general meeting:
_______________________________________
Kent M. Sørensen
Board of directors:
______________________ ______________________ _________________________
Kent M. Sørensen Jens Uggerhøj Martin Dommerby Kristiansen
Further information
- Kent Mousten Sørensen, Chairman, Wirtek A/S, Phone: +45 2125 9001
- Michael Aaen, CEO, Wirtek A/S, Phone: +45 2529 7575, E-mail: [email protected]
Niels Jernes Vej 10, 9220 Aalborg, Denmark, www.wirtek.com - Per Vestergaard, Certified Advisor, CDI Global, Phone: +45 2176 4317
About Wirtek
Wirtek is a Danish IT outsourcing company. Since 2001, we have been teaming up with companies to help them create great software solutions and electronic equipment products.
Several clients have been with us for more than 10 years, so we can confidently say that in outsourcing, the quality of the relationship matters just as much as the quality of the delivered software. Our clients get state-of-the-art technical solutions and a committed team that works with them as if it were their own.
Wirtek has offices in Denmark (HQ + sales) and three development and test centres in Romania, and we are approx. 200 colleagues. Wirtek was listed at Nasdaq First North Growth Market Denmark in 2006.
Ticker Code: WIRTEK (DK0060040913)