Minutes of the Annual General Meeting 2023 in DecideAct A/S
DecideAct A/S [ACT]
Company Announcement No. 08-2023:
Wednesday 24 May 2023 at 15:00 CEST, DecideAct A/S (cvr.no. 36077735, the “Company”) held its annual general meeting at the Company’s office located at Østre Kajgade 3, 3730 Nexø, Bornholm, Denmark with the following agenda:
Agenda
- Election of chairman of the general meeting
- 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: Authorisation to the Board of Directors re. capital increase without pre-emption rights
- 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 assistant attorney Rasmus Schou Pedersen was elected as 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 803,821 and 8,038,211 votes were represented, corresponding to appx. 66.83% of the total share capital of nominal DKK 1,202,838.6 and the total number of votes of 12,028,386. The following votes were cast in advance:
4,570,878 votes by proxy to the Board of Directors, 12,300 votes by proxy to the Board of Directors with specific voting instructions from shareholders and 3,455,033 postal votes.
Resolutions of the annual general meeting:
Re 1. Election of chairman of the general meeting
The general meeting appointed Rasmus Schou Pedersen as chairman of the general meeting.
Re 2. Submission of the annual report for adoption
The Board of Directors had proposed that the audited annual report for 2022 be adopted.
The annual report for 2022 was adopted by the general meeting.
Re 3. Decision on appropriation of profit or loss as recorded in the adopted annual report
The Board of Directors had proposed that the proposal for appropriation of the result according to the presented audited annual report be adopted.
The proposal was adopted by the general meeting.
Re 4. Election of Board of Directors
The Board of Directors had proposed to re-elect the following board members:
- Peter Søndergaard Jensen
- Henrik Pallisgaard Jensen
- Bjarni Snæbjörn Jonsson
- Jacob Tackmann Thomsen
- Flemming Sylvang Videriksen
No other candidates were stated.
The proposed candidates were re-elected by the general meeting.
Re 5. Appointment of auditor
The Board of Directors had proposed that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab be elected.
The proposal was adopted by the general meeting.
Re 6. Proposals from the Board of Directors: Authorisation to the Board of Directors re. capital increase without pre-emption rights
The Board of Directors had proposed that article 4.2 was amended in order to give the Board of Directors an authorization to raise the company’s share capital by up to a total of nominally DKK 1,100,000 without pre-emption rights for existing shareholders for a period of 5 years from the date of the annual general meeting under section 155 of the Danish Companies Act.
The proposal was adopted by the general meeting.
The chairman of the general meeting noted that the updated authorisation in article 4.2 of the Company’s articles of association will be worded as follows:
| Bestyrelsen er bemyndiget indtil den 24. maj 2028 at træffe beslutninger om at forhøje aktiekapitalen ad en eller flere gange med indtil nominelt 1.100.000 kr. fordelt på 11.000.000 aktier á nominelt kr. 0,10 til markedskurs uden fortegningsret for eksisterende aktionærer. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. | The Board of Directors is until 24 May 2028 authorized to increase the share capital in one or more stages by up to nominally DKK 1,100,000 divided into 11,000,000 shares of nominally DKK 0.10 each at market value without pre-emption rights for the existing shareholders. Capital increases shall be settled by cash payment, contribution in kind or debt conversion. |
The chairman of the general meeting noted that the authorization will be capped together with the existing authorization in article 4.3 of the Company’s articles of association at a total amount of nominally DKK 1,100,000 cf. article 4.3.1 and further, the chairman of the general meeting noted that new shares issued pursuant to the authorization will be subject to the terms in existing article 4.6, e.g. the new shares shall:
- be subject to the same rules as the existing shares of the Company
- be registered in the name of the holder in the Company's register of shareholders
- be negotiable instruments
- be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares.
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The general meeting authorized the chairman of the meeting Rasmus Schou Pedersen (with a right of substitution) on behalf of the Company to apply the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority or other authorities.
The annual general meeting was adjourned at 15:15 CEST.
As chairman of the meeting:
_________________________
Rasmus Schou Pedersen
Assistant Attorney