Notice of annual general meeting 24 April 2023

Notice is hereby given of an annual general meeting in

LED iBond International A/S

Reg. no. 36041609

(the “Company”)

on 24 April 2023, at 10:00,
 

to be held with physical attendance at DTU Science Park, Agern Allé 5A, 2970 Hørsholm with the following

Agenda

The board of directors' report on the activities of the Company during the past financial year

Adoption of the annual report

Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting

Discharge for the board of directors and the management

Approval of remuneration to the board of directors for the current financial year

Appointment of auditor

Proposal from the board of directors on number of board members

Appointment of members of the board of directors

Any proposals from the board of directors and/or shareholders

Others

In accordance with section 5.6 of the Articles of Association, the Board of Directors will appoint attorney-at-law Peter Mollerup as chairperson of the general meeting.

Re 1. The board of directors' report on the activities of the Company during the past financial year

Re 2. Adoption of the annual report

Re 3. Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting

Re 4. Discharge for the board of directors and the management

Re 5. Approval of remuneration to the board of directors for the current financial year

It is proposed to maintain the current remuneration to the board of directors (yearly; DKK 300K for the Chairperson and DKK100K for board members).

Re 6. Appointment of auditor

It is proposed to re-elect the Company’s auditor (Beierholm).

Re 7.  Proposal from the board of directors on number of board members

The Board of Directors proposes to elect 3 members to the Board of Directors at the General Meeting and thus not 6 members (which is the maximum number according to the Articles of Association of the Company).

Re 8.  Appointment of members of the board of directors

The following members of the board of directors of the Company are eligible for re-election:

• Michael Brag
• Martin Kjær Hansen
• Jeppe Tanggaard Jacobsen

It is proposed to re-elect all board members eligible for re-election.

Re 9. Any proposals from the board of directors and/or shareholders

Re 9a. Authorisation of the Board of Directors to increase the share capital without pre-emptive rights

It is proposed to authorise the Company's Board of Directors to increase the Company's share capital one or more times, cf. section 155 (1) of the Companies Act.

The following is proposed to apply to the authorization, cf. section 155 (3), cf. section 158, cf. section 162(2), of the Companies Act:

1. The capital increase takes place by i) cash contribution, ii) as consideration for the Company's takeover of an existing business or specific assets (contribution in kind), or iii) by way of conversion of debt.
2. The authorization is valid until 24 April 2027.
3. The share capital may be increased by a maximum of nominally DKK 646,271.50 (corresponding to 12,925,430 new shares), subject to any capital increase used under article 9b and/or 9c. Any unused authorisation from article 9b and/or 9c may be used under article 9a. The total capital increase combined from the authorisations under article 9a, 9b and 9c must not exceed a nominal amount of DKK 646,271.5 (corresponding to 12,925,430 new shares).
4. The new shares shall be subscribed at market price or at a discounted price, which shall be determined by the Board of Directors.
5. No partial payment can be made.
6. Any resolution by the Board of Directors to increase the capital shall be included in the Articles of Association, and the Board of Directors shall be authorised to make any necessary amendments to the Articles of Association.
7. New shares shall belong to the same class as existing shares.
8. Existing shareholders shall not have any pre-emptive subscription rights.
9. There shall be no restriction on pre-emptive right attached to the new shares in future capital increases.
10. There shall be no restrictions on the negotiability of the new shares.
11. The new shares must be negotiable instruments and be registered by name.

Re 9b. Authorisation to the Board of Directors to issue convertible debt instruments without pre-emptive rights

It is proposed to authorise the Company's Board of Directors to, without pre-emptive rights to the Company’s existing shareholders, to raise loans in one or more stages against issue of convertible debt instruments giving the lender the right to convert its loan into shares in the Company.

The following is proposed to apply to the authorization, cf. section 155 (3), cf. section 158, cf. section 162(2) of the Companies Act:

1. The share capital may be increased by a maximum nominally DKK 646,271.5 (corresponding to 12,925,430 new shares), subject to any capital increase used under article 9a and/or 9c. Any unused authorization from article 9a and/or 9c may be used under article 9b. The total capital increase combined from authorisations under article 9a, 9b and 9c must not exceed a nominal amount of DKK 646,271.5 (corresponding to 12,925,430 new shares).
2. The authorization is valid until 24 April 2027.
3. New shares subscribed for upon conversion shall be subscribed at market price or at a discounted price, which shall be determined by the Board of Directors.
4. No partial payment can be made.
5. Any resolution by the Board of Directors to issue convertible debt instruments shall be included in the Articles of Association, and the Board of Directors shall be authorised to make any necessary amendments to the Articles of Association.
6. Any resolution by the Board of Directors to increase the share capital following a lender’s request to convert its loan into shares in the Company, shall be included in the Articles of Association, and the Board of Directors shall be authorised to make the necessary amendments to the Articles of Association.
7. New shares shall belong to the same class as existing shares.
8. Existing shareholders shall not have any pre-emptive subscription rights.
9. There shall be no restriction on pre-emptive right attached to the new shares in future capital increases.
10. There shall be no restrictions on the negotiability of the new shares.
11. The new shares must be negotiable instruments and be registered by name.

Re 9c. Authorisation of the Board of Directors to increase the share capital with pre-emptive rights

It is proposed to authorise the Company's Board of Directors to increase the Company's share capital one or more times, cf. section 155 (1) of the Companies Act.

The following is proposed to apply to the authorization, cf. section 155 (3), cf. section 158, of the Companies Act:

1. The capital increase takes place by cash contribution.
2. The authorization is valid until 24 April 2027.
3. The share capital can be increased by a maximum of nominally DKK 646,271.5 (corresponding to 12,925,430 new shares), subject to any capital increase used under article 9a and/or 9b. Any unused authorization from article 9a and/or 9b may be used under article 9c. The total capital increase combined from authorisations under article 9a, 9b and 9c must not exceed a nominal amount of DKK 646,271.5 (corresponding to 12,925,430 new shares).
4. The new shares shall be subscribed at market price or at a discounted price, which shall be determined by the Board of Directors.
5. No partial payment can be made.
6. Any resolution by the Board of Directors to increase the capital shall be included in the Articles of Association, and the Board of Directors shall be authorised to make any necessary amendments to the Articles of Association.
7. New shares shall belong to the same class as existing shares.
8. Existing shareholders shall have pre-emptive subscription rights.
9. There shall be no restriction on pre-emptive right attached to the new shares in future capital increases.
10. There shall be no restrictions on the negotiability of the new shares.
11. The new shares must be negotiable instruments and be registered by name.

Re 9d. Authorisation of the Board of Directors to acquire own shares

It is proposed to authorise the Company's Board of Directors to acquire own shares.

The following is proposed to apply to the authorization, cf. section 198, cf. section 200, of the Companies Act:

1. The Company’s total number of own shares cannot at any time exceed 10% of the Company’s share capital.
2. The authorization is valid until 24 April 2027.
3. The price cannot be less than at par (Danish: kurs pari).
4. The price cannot be more than 10% above the latest listed share price on Nasdaq First North Growth Market at the time of the acquisition.

Re 9e. Amendment of the Articles of Association

It is proposed to adopt new Articles of Association to:

1. implement the proposals under section 9a, 9b, 9c, and 9d; and
2. to delete current authorisations in section 3.4 and 3.5 in the Articles of Association of the Company.

Re 10. Others

It is proposed to authorize the chairperson with right of substitution to apply for registration of the adopted proposals with the Danish Business Authority.

***

Registration

Shareholders who wish to participate in the annual general meeting must request to participate in accordance with the time limit for ordering admission cards in section 7.2 of the Articles of Association Thursday 20 April 2023, at 23:59.

A shareholder with the right to attend and vote in accordance with section 7.1 of the Articles of Association is entitled to attend the general meeting when the shareholders has registered no later than Thursday 20 April 2023, at 23:59.

Registration can be done via Euronext’s website, www.vp.dk/agm

A shareholder or a proxy holder may attend the general meeting with an adviser if participation has been requested for the adviser.

Confirmation of registration will be sent via e-mail to the e-mail address provided by the shareholder in connection with registration.

Adoption requirements

Adoption of the proposals under article 2-8, 9d and 10 require a simple majority, cf. section 7.4 of the Articles of Association and section 105 of the Companies Act.

Adoption of the proposals under article 9a-9b require a majority of at least 9/10 of both the votes and the share capital represented at the general meeting, cf. section 107(2), no.1, of the Companies Act. If a proposal under article 9a or 9b is only adopted with a majority of at least 2/3 but not 9/10 of both the votes and the share capital represented at the general meeting, cf. section 106 of the Companies Act, capital increases under said authorization at a discounted price may only be subscribed for by non-shareholders of the Company.

Adoption of the proposals under article 9c and 9e require a majority of at least 2/3 of both the votes and the share capital represented at the general meeting, cf. section 106 of the Companies Act.

The size of the share capital and voting rights

The Company's share capital amounts to nominally DKK 1.292.543,55 divided into shares of DKK 0.05. Each share of DKK 0.05 gives one vote at the general meeting, cf. section 7.3 of the articles of association.

The right to attend and vote at the annual general meeting on 24 April 2024 belongs to shareholders who, on the registration date, Thursday 20 April 2023 (at 23:59), are listed as a shareholder in the register of shareholders, cf. section 7.1 of the Articles of Association.

Additional information

The notice including an overview of the total number of shares and voting rights on the date of the notice and the form to be used for proxy voting, will be available on the Company's website www.ledibond.com (Investors) from 3 April 2023.

31 March 2023

The Board of Directors