Minutes of Annual General Meeting in Audientes A/S

 

Company announcement no. 22-2023

June 28, 2023

 

 

 

 

On June 28, 2023, at 15:00 the Annual General Meeting was held in Audientes A/S (the “Company”, CVR-no. 36 04 76 31) at the Company’s address, Teknikerbyen 5, 2830 Virum.

 

The Company’s chairman Hossein Jelveh opened the meeting and informed that according to the Articles of Association section 5.6, the Board of Directors appointed Attorney Anders Markvardt as Chairman of the meeting.

 

Anders Markvardt accepted the nomination and noted that with the accession of the Annual General Meeting that the meeting was regularly constituted and convened and a quorum in every respect. The chairman pointed out that notice of the Annual General Meeting had been posted via Spotlight Stock Market on 13 June 2023 by separate company announcement and the same day posted on the Company’s webpage.

 

At the meeting, all representatives of the Management of the Company as well as half of the Board of Directors were present (Hossein Jelveh, Steen Thygesen).

 

The share capital of the Company is DKK 3,558,795 divided into 35,587,950 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.

 

Of the Company’s total share capital of DKK 3,558,795, shareholders representing 10,1% (3,595,305 shares of 0.1 DKK) were present in the form of 2 shareholders, one postal vote and one proxy to the Board of Directors.

 

The agenda for the General meeting is in accordance with section 5 of the Articles of Association, as follows:

 

1. Election of chairman of the meeting
2. Adoption of the Annual Report
3. Appropriation of profit or loss as recorded in the adopted Annual Report
4. Remuneration of the Board of Directors
5. Appointments to the Board of Directors
6. Election of auditors
7. Authorization to inform the Danish Business Authority of decisions taken
   at the annual general meeting
8. Any other business

 

 

Re item 1: Election of chairman of the meeting

Attorney Anders Markvardt was elected as chairman of the meeting.

 

The chairman concluded that notice of the Annual General Meeting was sent to the shareholders in accordance with the company’s articles of association. 10,1 % of the share capital was represented in the meeting and the general meeting was able to conduct business in accordance with the agenda.

 

 

Re item 2: Adoption of annual report

The Management presented the Annual Report for 2022.

 

Shareholders were given opportunity to ask questions.

 

Status:

• Revenue: Revenue recorded amounts to DKK 0.1 million.

 

• Operating profit (EBITDA): Operating loss was realized at DKK -14.0 million in 2022 (DKK -13.2 million in 2021).

 

• The loss after tax for 2022 hereafter amounts to DKK -24.4 million compared to DKK -12.9 million in 2021.

 

• Equity: as of December 31, 2022, was DKK 13.0 million (end of 2021: DKK 25.5 million), corresponding to an equity ratio of 49% (2021: 81%).

 

• Inventory and Trade Receivables: Inventory and Trade Receivables end of December 2022 is DKK 4.6 million and DKK 0 million compared to DKK 1.4 million and DKK 0 million respectively end of 2021.

 

The meeting approved the result and status.

 

Re item 3: Appropriation of profits or losses as recorded in the adopted Annual Report

The Management proposed the result of DKK -24.4 million transferred to next year, which was unanimously approved by the general meeting.

 

Re item 4: Remuneration of the Board of Directors

The Management proposed for the remuneration of the external members of the Board of Directors to amount to remain at DKK 50,000 per year for individual Board Members, and DKK 100,000 for the Chairman of the Board, which was unanimously approved by the general meeting.

 

Re item 5: Appointments to the Board of Directors

All current members elected at the recent Extraordinary General Meeting on March 8, 2023, were re-elected, as the board constituted itself with Hossein Jelveh as chairman:

 

The members of the Board of Directors at Audientes A/S are:

• Steen Thygesen
• Hossein Jelveh
• Hiroshi Maeda
• Jesper Rhode Andersen

 

Re item 6: Election of auditors

The company’s existing auditors Deloitte were re-elected.

 

Re item 7: Authorization to inform the Danish Business Authority of decisions taken at the Annual General Meeting

The general meeting authorized the chairman Anders Markvardt to carry out the registration with the Danish Business Authority and in this connection to make any changes and addendums to the decisions and the Company’s Articles of Association that the Danish Business Authority may require to register the decisions or approving the resolutions passed by the general meeting.

 

Re item 8: Any other business

There was nothing under this item.

 

 

The general meeting was adjourned by the Company’s chairman Hossein Jelveh.

 

 

  

For further information, please contact:

 

Steen Thygesen, CEO, Audientes A/S	Hossein Jelveh, Chairman, Audientes A/S
Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬	Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬
Email: [email protected]	Email: [email protected]

 

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market. Companion by Audientes is an advanced hearable consumer electronics product that is commercially available in Europe and later in 2023 in China.

 

Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.

 

For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu or www.audientes.in.