Minutes of Extraordinary General Meeting in Audientes A/S
Company Announcement no.13-2023: On 28th April 2023, at 2 PM (14:00 CET) an extraordinary general meeting was held in Audientes A/S (CVR-no. 36 04 76 31) at the Company’s registered address at: Teknikerbyen 5, 2., 2830 Virum, Denmark.
The following items were on the agenda:
1: Election of Chairman of the meeting.
2. Proposal to change the Articles of Association
3. Authorization to inform the Danish Business Authority of decisions taken at the Extraordinary
General Meeting.
4. Any other business.
Re 1: Election of Chairman of the meeting
The Company’s Chairman of the Board opened the meeting and informed that according to the Articles of Association, article 5.7 the Board of Directors had appointed Advokat Anders Markvardt as Chairman of the meeting.
The Chairman noted that the holding of the meeting was notified to the shareholders as required by the Company’s articles of association, article 5.6, with an advance notice of not less than 14 days by way of public announcement on the Company’s website and notice sent to shareholders who have requested personal notification of the general meeting.
The Chairman further noted that of the Company’s total share capital of 3,558,795.00 DKK shareholders representing 10,29 % (3,662,855 shares of 0.1 DKK) were represented by 2 proxy votes and 1 postal vote.
Since none of the items on the agenda required a quorum the Chairman concluded that the meeting was lawfully called and able to conduct its business as proposed in the agenda.
As for the agenda, the Chairman noted that the decisions in item 2 required approval of 2/3 of the votes cast and represented in the general meeting. Other decisions could be taken with simple majority of votes cast and represented in the meeting.
At the meeting the Company was represented by its Chairman of the Board.
Re 2: Proposal to change the Articles of Association
The Board of Directors has proposed to change the Articles of Association.
It is proposed to delete clause 5.4 to Audientes A/S´ Articles of Association to update them to regulations at Spotlight Stick Market, which differ from the previous listing venue of Audientes (Nasdaq First North Growth Market Denmark). Specially, this include removing the requirement for having the Annual General Meeting within months of year-end of the immediately preceding fiscal year (Danish Company Law requires this to take place within 6 months).
The numbering of the other clauses in section 5. of the Articles of Association will be adjusted accordingly with the deletion of clause 5.4
The proposal to change the Articles of Association was adopted by unanimous vote.
RE 3: Approval of authorization of the Chairman of the meeting
It was resolved on the Extraordinary General Meeting that The Board of Directors proposes the Chairman with a right of substitution, is authorized to file the resolutions passed by the general meeting with the Danish Business Authority and to make any such changes and additions as the Danish Business Authority may require as a condition for registering or approving the resolutions passed by the general meeting.
Re 4. Any other business
None.
The general meeting was adjourned.
For further information, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: [email protected]
Troels Torp, CFO, Audientes A/S
Phone: +45 40 52 18 80
Email: [email protected]