Minutes from the Annual General Meeting in Cessatech A/S

Cessatech A/S, CVR no. 41293055 (“Cessatech” or the “Company”) held its Annual General Meeting on Friday 26 March 2021 at 08:00 (CET) at Kanonbådsvej 2, DK-1437 Copenhagen, Denmark 
 

The agenda for the general meeting was as follows:

 

1. ELECTION OF CHAIRMAN OF THE MEETING

   1. Thomas Holst Laursen was elected chairman of the meeting. The chairman ascertained the lawfulness of the general meeting.

 

2. REPORT ON THE ACTIVITIES OF THE COMPANY IN THE PAST FINANCIAL YEAR

   1. The report on the Company’s activities in 2020 was noted by the general mee

 

3. PRESENTATION OF THE ANNUAL REPORT WITH AUDITORS’ REPORT FOR ADOPTION

   1. The general meeting unanimously adopted the audited annual report with auditors’ report for 2020

 

4. RESOLUTION ON COVERING OF LOSSES IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT

   1. The general meeting unanimously resolved that that the consolidated loss for the financial year 2020 of tDKK 849 is carried forward to the next financial year in accordance with the adopted annual report

 

5. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

   1. The general meeting unanimously decided to re-elect Martin Olin, Peter Birk, Charlotte Videbæk, Flemming Steen Jensen and Adam Steensberg. For the purpose of these minutes, it is noted that the board of directors subsequently elected Ulla Buhl as chairman of the board of directors

 

6. ELECTION OF AUDITOR

   1. The general meeting unanimously re-elected PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 41293055, as the Company’s auditor

 

7. PROPOSALS FROM THE BOARD OF DIRECTORS AND SHAREHOLDERS

 

1. Authorization to the board of directors to host online meetings (AGM & EGM)

   1. The general meeting authorized the Company to host online meetings, both annual general meetings (AGM) and extraordinary general meetings (EGM). Adoption of the proposal implied that clause 5.5 is updated in the Company’s articles of association with the following wording:
   2. Clause 5.5 - General meetings may be held by electronic means without physical attendance as determined by the board of directors (completely electronic general meetings). The board of directors lays down the detailed requirements to the electronic systems to be used to conduct a completely electronic general meeting

 

2. Prolongation of the Authorization to cash increase the share capital 

   1. The general meeting authorized the Company to prolong the authorization of clause 3.2.1 for another year to 31 March 2022. Adoption of the proposal implied that clause 3.2.1 is updated in the Company’s articles of association with the following wording:
   2. Clause 3.2.1 - Authorization to cash increase of the share capital: In the period until 31 March 2022, the board of directors is authorized to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 73,600. The capital increase shall take place at market price by way of cash contribution.