Notice for the General Meeting of Freetrailer Group A/S

A convening notice is hereby sent for the General Meeting of Freetrailer Group A/S, which will be held on Monday 27 November 2023 at 14.00-16.00 – at the address Gladsaxe Møllevej 67-69, 2860 Søborg.

 

Agenda:

 

1. Election of chairperson of the meeting
2. The board's report on the company's operations in the past year
3. Presentation of the revised annual report for approval
4. Decision on the use of profits or coverage of losses according to the approved financial statements
5. Proposal for issuing authorisations to the Board of Directors for

(a)     Capital increase without preemptive rights

(b)     Capital increase with preemptive rights

(c)     Issuance of convertible debentures

(d)     Purchase of own shares

6. Proposal for amendments to the Articles of Association regarding

(a)     Deadline for holding the Annual General Meeting

(b)     Introduction of registration date

(c)     Requirements for notification of participation in the General Meeting

7. Proposal to issue warrants to the board
8. Election of the Board of Directors
9. Appointment of auditor
10. Orientation regarding remuneration policy
11. Any other business

 

Registration for the General Meeting should be sent to [email protected] , no later than Wednesday 22 November 2023 at 16:00 . If you wish to receive the annual report by email before the General Meeting, indicate this in the registration email. The annual report is also available at the company's office, Gladsaxe Møllevej 67-69, 2860 Søborg.

 

 

Kind regards,

Board of Directors

 

Elaboration of the items on the agenda (full proposals)

 

1. Election of chairperson of the meeting

 

2. The Board of Directors proposes that the oral report on the company's operations in the past financial year be noted by the Annual General Meeting

 

3. The board proposes that the statutory annual report for 2022/2022 be adopted by the General Meeting. The statutory annual report will be available on the company's website, Freetrailer.com/dk/investor, from 10 November 2023

 

4. The board proposes that no dividend be distributed for the financial year 2022/2023 and that the profit be transferred to equity.

 

5. Proposal for issuing authorisations to the Board of Directors for

 

(a)     Capital increase without preemptive rights

 

Adoption is proposed of the following authorisation for the Board of Directors to issue shares without preemptive rights for the shareholders. The authorisation replaces the existing authorisation in Section 4d of the Articles of Association:

 

"At the company's Annual General Meeting on 27 November 2023, the Board of Directors was authorised to expand the company capital by up to an additional nominal DKK 1,500,000, one or more times, without preemptive rights for current capital owners. The subscription must be made at the market rate, and this is determined by the Board of Directors. In the case of market price, a price within the level of +/- 10 per cent in relation to the price of the company's shares on the Spotlight Stock Market is considered.

 

The new shares must be negotiable instruments. Shares must be registered. The same restrictions on their transferability must apply as for the existing ones. No new capital owner shall be obliged to have his/her shares redeemed. The new shares shall be issued in a denomination with a nominal value of DKK 0.75 and must have the same rights in the company as the old shares.

 

The capital increase must take place by issuing new shares against a cash payment.

 

This authorisation is valid until 26 November 2028.

 

The rights of the new shares, including the right to vote, take effect from the time the shares are fully paid up.

 

The Board of Directors must make the changes to the company's Articles of Association that are a necessary consequence of the completed capital increase(s), including revocation of this authorisation when the authorisation has been used in full or when the deadline has therefore expired."

 

(b)     Capital increase with preemptive rights

 

Adoption is proposed of the following authorisation for the Board of Directors to issue shares with preemptive rights for the shareholders. The authorisation replaces the existing authorisation in Section 4e of the Articles of Association:

 

"At the company's Annual General Meeting on 27 November 2023, the Board of Directors is authorised to expand the company capital one or more times by up to an additional nominal DKK 1,500,000, with preemptive rights for current capital owners. The subscription must take place at the market rate, and this shall be determined by the Board of Directors. In the case of market price, a price within the level of +/- 10 per cent in relation to the price of the company's shares on the Spotlight Stock Market is considered.

 

The new shares must be negotiable instruments. Shares must be registered. The same restrictions on their transferability must apply as for the existing ones. No new capital owner shall be obliged to have his/her shares redeemed. The new shares shall be issued in a denomination with a nominal value of DKK 0.75 and must have the same rights in the company as the old shares.

 

The capital increase must take place by issuing new shares against a cash payment.

 

This authorisation is valid until 26 November 2028.

 

The rights of the new shares, including the right to vote, take effect from the time the shares are fully paid up.

 

The Board of Directors must make the changes to the company's Articles of Association that are a necessary consequence of the completed capital increase(s), including revocation of this authorisation when the authorisation has been used in full or when the deadline has therefore expired."

 

(c)     Issuance of convertible debentures

 

Adoption is proposed of the following authorisation for the Board of Directors to issue convertible debentures without preemptive rights for the shareholders (as well as to decide on the capital increase following utilisation of the convertible debentures). The authorisation replaces the existing authorisation in Section 4f of the Articles of Association:

 

"By decision of the Board of Directors, the company may, on one or more occasions, take out loans against debentures that give the lender the right to convert its claim into shares in the company.

 

This authorisation is valid until 26 November 2028. Loans can be made both by cash payment and via other means, just as the preemptive rights of the previous shareholders shall not apply.

 

As per the decision of the Board of Directors, the company's capital can be increased one or more times by nom. DKK 750,000 by conversion of the convertible debentures issued by the company in accordance with the above authorisation into shares of nom. DKK 0.75. The lender is granted preemptive rights to the shares issued in connection with the conversion. The new shares must be negotiable instruments and must be registered. The same restrictions on the transferability of the new shares must apply as apply to the existing shares in the company. The conversion rate must be set at the market rate, and this shall be set by the board of directors.

 

For loans taken out in accordance with the authorisation, the conditions laid down by the board also apply, cf. Section 169 (2) and (3) of the Companies Act.”

 

(d)     Purchase of own shares

 

Adopt is proposed of the following authorisation for the board of directors to purchase own shares. The authorisation is new and inserted as Section 4h:

 

"Until 26 November 2028, the Board of Directors is authorised to acquire own shares up to 10% of the total share capital at any time at a price corresponding to the market price (understood as the current quoted trading price) with additions/deductions of up to 10%. "

 

6. Proposal for amendments to the Articles of Association regarding

 

(a)     Deadline for holding the Annual General Meeting

 

It is proposed that the deadline for holding an Annual General Meeting be extended by one month to six months after the end of each financial year, see section 5 (1) of the Articles of Association.

 

(b)     Introduction of a registration date

 

It is proposed that a registration date be introduced by inserting the following provision as the new Section 8, paragraph 6 (the existing paragraph 6 will be come the new paragraph 8):

 

"A shareholder's right to participate in a General Meeting and to vote is determined in relation to the shares held by the shareholder on the registration date. The registration date is one week before the General Meeting. A shareholder's shareholding and voting rights are calculated on the registration date based on the registration of the shareholder's ownership in the register of shareholders as well as any notices of ownership that the company has received with the intent to enter into the register of shareholders."

 

(c)     Requirements for notification of participation in the General Meeting

 

It is proposed that a requirement for notification of participation in General Meetings be introduced by inserting the following provision as new Section 8, paragraph 7 (the existing paragraph 7 becomes new paragraph 9):

 

"A shareholder who is entitled to participate in the General Meeting and who wishes to participate in the General Meeting must request an access card from the company no later than three working days before said meeting is held."

 

7. Proposal to issue warrants to the board

 

It is proposed to award Thomas Zeihlund (50,000), Charlotte Bender (25,000) and Jesper Genter Lohmann (25,000) warrants – a total of 100,000 warrants (as well as to decide on the following capital increase for the use of said warrants). Each warrant must grant the right to subscribe for a share worth DKK 0.75 against the payment of an amount of DKK that corresponds to the average price at the stock exchange's closing time in the period from 30 October to 24 November 2023.

 

With reference to the rules of the Companies Act, the following conditions must also apply in connection with the issuance of the above-mentioned warrants and later subscription of the new shares when these warrants are exercised, and they shall be included as part of the Articles of Association as the new Section 4g(2):

 

"On 27 November 2023, the company's General Meeting issued 100,000 warrants to members of the company's board of directors and at the same time decided on the corresponding capital increase. The following conditions shall apply in connection with the issuance of the above-mentioned warrants and subsequent subscription of the new shares by exercising these warrants, with reference also being made to Annex 4g(2) of the Articles of Association:

 

-          The highest nominal amount by which the capital can be increased on the basis of the exercise of warrants is DKK 75,000 (cf., however, the regulatory mechanism in subsection 6 of Annex 4g(2)),

 

-          The capital increase takes place without preemptive rights for the existing shareholders, as the subscription takes place on the basis of the allocated warrants,

 

-          No restrictions shall apply to the preemption rights attached to the new shares in the event of future capital increases,

 

-          The new shares must grant the right to dividends in the company for the current financial year in which the shares are subscribed, on equal footing with the existing shares and other rights in the company from and including the date of subscription of the shares,

 

-          The deadline for subscription of the new shares is calculated on the basis of the provisions in subsection 4 of Annex 4g(2),

 

-          The full amount for subscription of the number of shares that is desired to be subscribed on the basis of warrants must be paid in cash, in accordance with the provisions in subsection 4 of Annex 4g(2),

 

-          The new shares are issued in shares with a nominal value of DKK 0.75 each,

 

-          The capital increase shall take place at DKK [ ] per share with a nominal value of DKK 0.75, corresponding to the average price at the stock exchange's closing in the period from 30 October to 24 November 2023 per share of of nominal value of DKK 0.75,

 

-          The new shares must be registered, recorded in the Company's register of shareholders and be negotiable instruments, and

 

-          The estimated costs to be borne by the company in the event of capital increases amount to DKK 30,000 (excluding VAT).”

 

This notice is attached to the mentioned Annex 4g(2).

 

8. According to the Articles of Association, the board members elected by the General Meeting shall step down every year. Elections take place for the period up to the next ordinary General Meeting.

 

All five sitting members of the board are willing to stand for re-election.    

 

The board proposes reelection of the five sitting members of the board:

 

9. The board proposes re-appointment of the company's auditor

 

Kreston CM Statsautoriseret Revisions interessentskab

Usserød Kongevej 157

2970 Hørsholm

 

10. Orientation regarding remuneration policy

 

As is indicated in Section 11, paragraph 2 of the Articles of Association, the General Meeting on 23 April 2018 approved guidelines for the company's incentive remuneration of the company's management. The provision in question of the Articles of Association has been introduced with reference to Section 139 of the Companies Act, which however, does not apply to the company, and for this reason, the provision in question was removed.

 

Instead, the board informs about the company's current remuneration policy.

 

11. No items were submitted to be processed under other business.

 

 

If all the above proposals for authorisations and changes to the Articles of Association are adopted, the company's Articles of Association will look like the accompanying draft articles of association from 27 November 2023 with all changes crossed out.