Notice of Annual General Meeting 2024 in Audientes A/S
Company announcement no. 12-2024
April 3, 2024
The Board of Directors of Audientes A/S ("Company"), CVR No. 36 04 76 31, hereby give notice for the Annual General Meeting to be convened on Thursday, April 18, 2024 at 3.00pm (15:00 CEST)
The annual general meeting will be held at the Company’s registered address at
Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.
Agenda
The general meeting has been called for transaction of the following agenda:
- Election of chairman of the meeting
- Adoption of the Annual Report 2023
- Appropriation of profit or loss as recorded in the adopted Annual Report
- Remuneration of the Board of Directors
- Appointments to the Board of Directors
- Election of auditors
- Proposal to reduce the nominal value per share
- Authorization to inform the Danish Business Authority of decisions taken
at the annual general meeting - Any other business
Requirements for resolutions
To adopt the proposals under item 7 of the agenda, at least two thirds of the votes cast and share capital represented shall vote for the proposal.
All other proposals on the agenda may be adopted by a simple majority of votes.
Share capital and voting rights
The share capital of the Company is DKK 6,938,432 divided into 69,384,322 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.
Agenda with complete proposals
Re item 1: Election of chairman of the meeting
It is proposed to elect Audientes’ Chairman of the Board, Hossein Jelveh, as chairman of the annual general meeting, with a right of substitution.
Re item 4: Remuneration of the Board of Directors
It is proposed for the remuneration of the external members of the Board of Directors to amount to DKK 50,000 per year for individual board bembers, and DKK 100,000 for the Chairman of the Board.
Re item 5: Appointments to the Board of Directors
For the appointments to the Board of Directors, the current members are all proposed for reelection:
- Steen Thygesen
- Hossein Jelveh
- Hiroshi Maeda
- Wendi Ma
Re item 4: Appointment of auditor
The board of directors proposes to re-appoint Christensen Kjærulff as auditor of the Company.
Re. Item 7: Proposal to reduce the nominal value per share from DKK 0.1 to DKK 0.01
The Board of Directors proposes to reduce the nominal value per share from nominal DKK 0.1 to DKK 0.01. The reason being that the company's share price has been lower than the share's nominal value of DKK 0.1 during a longer period of time in 2024. This has the derivative consequence that it is currently not possible in practice to carry out capital increases, including by using the board's authorization in the articles of association clause 4. By reducing the nominal value per share, the Company may, if the board of directors deems it so necessary, strengthen its capital structure through future capital increases.
The proposal implies that the articles of association clause 3.1 is changed to the following:
"3.1. Selskabets kapital er på nominelt kr. 6.938.432,22 fordelt i aktier af kr. 0,01”
The proposal also entails consequential amendments to the Company's articles of association where the nominal value per share is stated to be DKK 0.10, but would according to the proposal need to be changed to kr. 0.01.
The decision to change the nominal value of the Shares is cf. clause 6.3 in the articles of association also mandating an adjustment to all the incentive plans for Warrants as defined in the General Terms and attached to the articles of association, and to the separate, Individual Terms documents. An adjustment of Warrants shall take place to the effect that the value of the Warrants to the extent possible remains unaffected by the changes.
The adjustment shall be made with assistance from the external advisors of the Company. The adjustment can take place by either an increase or a reduction in the number of Shares to be issued upon exercise of a Warrant, and/or an increase or reduction in the Exercise Price. The adjustment may however not result in an Exercise Price below par value for the Shares.
The board will arrange that the consequential corrections to the Company's articles of association will be implemented if the general meeting adopts the proposal.
Re item 8: Authorization to inform the Danish Business Authority of decisions taken at the annual general meeting
The Board of Directors proposes that Audientes’ CEO Steen Thygesen or Ulrik Laustsen, partner at PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, with a right of substitution, is authorized to inform the Danish Business Authority of any decisions taken at the annual general meeting 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.
Registration date of shares held by shareholder
The registration date of shares held by the shareholder is Thursday, April 11, 2024.
A shareholder’s right to participate in a general meeting and to cast vote is determined on basis of the shares held by the shareholder on the registration date. In addition, participation in the general meeting is conditional upon the shareholder having registered in due time as described below.
Registration for the general meeting
Access to the general meeting is conditional on the shareholder registering for the general meeting no later than Monday, April 15, 2024 at 11:59 PM.
Registering electronically is done by sending an e-mail with proper identification to: [email protected].
After registration the shareholder will receive an e-mail (at the e-mail address the shareholder has provided as part of registration) confirming the registration and information on the procedure relating to participation.
The information on participation may also be accessed through
www.audientes.com/investor-relations.
A shareholder or a holder of a proxy can participate in the annual general meeting together with an adviser, provided that notification of the adviser’s participation has been provided.
Questions concerning registration for the annual general meeting may be answered by Audientes A/S, Investor Relations, by calling the Company on +45 77 34 16 80 (weekdays 9:00 AM to 4:00 PM CET).
Proxy or postal vote
If you are unable to attend the general meeting, you can:
- issue a proxy to a named third party who will then receive from Audientes A/S details giving access to the general meeting; or
- issue a proxy to the board of directors for voting in accordance with the recommendations of the board of directors; or
- issue a proxy to the board of directors for voting in accordance with your instructions; or
- vote by postal vote
The shareholder can submit the vote or issue a proxy electronically via email to [email protected].
The proxy form or the postal vote form may be downloaded from www.audientes.com/investor-relations, printed and sent by email to [email protected] or by ordinary mail to Audientes A/S, Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark, att. CEO Steen Thygesen. Please consider the delivery time if the postal vote or proxy form is sent by ordinary mail.
The proxy must be received by Audientes A/S no later than Monday, April 15, 2024 at 11:59 PM.
The postal vote must be received by Audientes A/S no later than Wednesday, April 17, 2024 at 11:59 PM.
Additional information
For a period of at least two weeks prior to the annual general meeting, including the day of the annual general meeting, the following information will be available on the Company's website www.audientes.com/investor-relations:
Notice convening the annual general meeting including agenda and complete proposals
- Information on the aggregate number of shares and voting rights as of the date of the notice convening the annual general meeting
- Documents that will be submitted at the annual general meeting, including
- The Annual Report for 2023
- Registration form
- Proxy and postal vote form
Prior to the annual general meeting, the shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the annual general meeting.
In the interest of proceedings and to the extent possible, the Board of Directors encourages shareholders to submit questions in writing ahead of the general meeting.
Written enquiries can be sent to Audientes A/S via email to [email protected] or via post to Audientes A/S, Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark, att. CEO Steen Thygesen.
Copenhagen, April 3, 2024
Board of Directors, Audientes A/S
For further information, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 77 34 16 80
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 and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.
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.