Minutes of the Annual General Meeting 2021 in DecideAct A/S
DecideAct A/S [ACT]
Company Announcement No. 14-2021
Monday 31 May 2021 at 15:00, DecideAct held its annual general meeting at the company’s address Østre Kajgade 3, DK-3730 Nexø, with the following
Agenda:
- Election of chairman of the general meeting
- Proposal that the general meeting is held in English
- Proposal that the annual report be prepared and presented in English
- Submission of the annual report for adoption
- Decision on appropriation of profit or loss as recorded in the adopted annual report
- Election of board of directors
- Appointment of auditor
- Proposals from the Board of Directors
- Proposal to give the Board of Directors authorisation to decide that general meetings shall be conducted exclusively electronically
- Proposal for change of the authorisation in the company’s Articles of Association to the Board of Directors to issue warrants to the Executive Committee and people in key management positions in the company
- Proposal for change of the company’s corporate language to English
- Proposal for other amendments to the Articles of Association regarding language
- Any other business
The chairman of the Board of Directors, Peter Søndergaard Jensen, welcomed everyone and declared that the Board of Directors had proposed that lawyer Anders Kaasgaard was elected chairman of the meeting.
The chairman of the meeting thanked for the nomination and declared that no objections had been raised against the proposal, for which reason the chairman of the meeting regarded the proposal as adopted.
The chairman of the meeting declared that the general meeting had been convened in accordance with the rules in the Danish Companies Act, the company's articles of association and the rules for companies listed on Nasdaq First North Growth Market Denmark. The chairman of the meeting then established that the general meeting was duly convened and quorate with regard to the agenda in the notice to convene the general meeting.
At the general meeting, a share capital of nominal DKK 418.404,80 and 4.184.048 votes were represented, corresponding to appx 55% of the total share capital of nominal DKK 768,317.70 and the total number of votes of 7,683,177. The following votes were cast in advance:
861,349 votes by proxy to the Board of Directors, and
3,322,699 postal votes.
The general meeting was also livestreamed via Zoom, where it was also possible to ask questions.
Re 2. Proposal that the general meeting is held in English
The Board of Directors proposed that the general meeting was held in English without offering all attendees simultaneous interpretation to and from Danish as part of adaptation to the company’s communication, which primarily is in English.
The proposal was adopted by the general meeting.
Following adoption, the general meeting was held in English.
Re 3. Proposal that the annual report be prepared and presented in English
The Board of Directors proposed that the annual report be prepared and presented in English as part of adaptation to the company’s communication, which primarily is in English. The proposed resolution implied that a new Article 11.3 was inserted in the Articles of Association with the following wording: ”11. 3 The accounts and interim accounts of the company are prepared in English. The Board of Directors may resolve that the accounts and interim accounts shall also be prepared in Danish.”
The proposal was adopted by the general meeting.
Re 4. Submission of the annual report for adoption
The Board of Directors proposed that the audited annual report for 2020 was adopted.
The proposal was adopted by the general meeting.
Re 5. Decision on appropriation of profit or loss as recorded in the adopted annual report
The Board of Directors proposed that the Board of Directors' proposal for appropriation of the result according to the presented audited annual report was adopted.
The proposal was adopted by the general meeting.
Re 6. Election of board of directors
The Board of Directors proposed to re-elect Peter Søndergaard Jensen, Thorey G. Gudmundsdottir, Bjarni Snæbjörn Jonsson, Jacob Tackmann Thomsen and Flemming Sylvang Videriksen to the Board of Directors.
No other candidates were stated.
The proposal was adopted by the general meeting.
Re 7. Appointment of auditor
The Board of Directors proposed that Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as auditor of the Company.
The proposal was adopted by the general meeting.
Re 8. Proposals from the Board of Directors
- Proposal to give the Board of Directors authorisation to decide that general meetings shall be conducted exclusively electronically
The Board of Directors proposed that a new Article 5.6 under section 5 ”General meetings” was inserted in the Articles of Association with the following wording:
” The board of directors may, where it deems it appropriate and the general meeting may be safely held, decide that the general meeting shall be conducted exclusively electronically (full electronic general meeting). In addition, the board of directors may, under the same conditions, offer shareholders to participate electronically at meetings, which are otherwise conducted by physical attendance (partial electronic general meeting). Shareholders can thus participate electronically, express themselves and vote at the general meeting.
Details of registration and participation procedures will be available in due course on the Company’s website and in the notice of the relevant general meetings, and the shareholders listed in the Company’s register of shareholders will receive written notice."
The proposal was adopted by the general meeting.
- Proposal for change of the authorisation in the company’s Articles of Association to the Board of Directors to issue warrants to the Executive Committee and people in key management positions in the company
The Board of Directors proposed that the existing authorisation in Article 4.4 of the Articles of Association to issue warrants to the Executive Committee and people in key management positions was amended so that the authorisation is extended to issue warrants to employees, consultants, collaborators, the Executive Committee and the Board of Directors with the following wording:
”Under s. 155 of the Danish Companies Act, the Board of Directors is authorized to pass a resolution to issue warrants in one or more transactions until 1 September 2025 at the latest to employees, consultants, collaborators, the executive committee and the board of directors of the Company by up to 450,000 shares of DKK 0.10 without the existing shareholders having any pre-emption rights in accordance with the specific guidelines drawn up by the annual general meeting or the Board of Directors and effect the related increase of the Company's share capital.”
The proposal was adopted by the general meeting.
- Proposal for change of the company’s corporate language to English
The Board of Directors proposed that the company’s corporate language was changed to English as part of adaptation to the company’s communication, which primarily is in English. The proposal implied that a new section 12 ”Language” and a new Article 12.1 was inserted in the Articles of Association with the following wording:
”12 Language
12.1 The Company has English as corporate language.”
The proposal was adopted by the general meeting.
- Proposal for other amendments to the Articles of Association regarding language
The Board of Directors proposed a number of amendments to the company’s Articles of Association regarding language as part of adaptation to the company’s communication, which primarily is in English, including (i) that the Board of Directors can decide that general meetings be held in Danish or English, (ii) that documents prepared for internal use by the general meeting before or after the general meeting, including the notice convening the general meeting and the agenda with the complete proposals as well as any additional material, are prepared in English, and (iii) at that company announcements are prepared in English. The proposal implied that a new section 12 ”Language” and a new Article 12.2 and 12.3 were inserted in the Articles of Association with the following wording:
”12 Language
12.2 The Board of Directors can decide that general meetings be held in Danish or English with or without offering all attendees simultaneous interpretation to and from Danish.
Documents prepared for internal use by the general meeting before or after the general meeting, including the notice convening the general meeting and the agenda with the complete proposals as well as any additional material, are prepared in English.
12.3 Company announcements are prepared in English.”
The proposal was adopted by the general meeting.
Re 9. Any other business
The chairman of the meeting asked if any shareholders wish to ask any questions. A shareholder asked about the number of customers. The Executive management could not give this information but confirmed that the Company is on track in relation to reach previously publicly communicated goals. The commercial approach of the Company was discussed.
The general meeting authorised the chairman of the meeting (with right of substitution) to implement the amendments adopted and to apply for registration thereof with the Danish Business Authority.
The annual general meeting was adjourned at 15.30 CET.
As chairman of the meeting
_________________________
Anders Kaasgaard
This press release constitutes inside information that DecideAct A/S is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.