Notice of annual general meeting 26 April 2021
Notice is hereby given of the annual general meeting in
LED iBond International A/S
Reg. no. 36041609
(the “Company”)
on 26 April 2021 at 16:00,
to be held electronically with the following
Agenda
1. The board of directors' report on the activities of the Company during the past financial year
2. Adoption of the annual report
3. Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
4. Discharge for the board of directors and the management
5. Approval of remuneration to the board of directors for the current financial year
6. Appointment of members of the board of directors
7. Appointment of auditor
8. Any proposals from the board of directors and/or shareholders
9. Others
In accordance with section 5.6 of the Articles of Association, the Board of Directors will appoint attorney-at-law Stine Bernt Stryhn 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
Re 6. Appointment of members of the board of directors
It is proposed to re-elect all board members.
Re 7. Appointment of auditor
It is proposed to re-elect the Company’s auditor.
Re 8. Any proposals from the board of directors and/or shareholders
A. Proposal to authorize the board of directors to issue warrants
The board of directors proposes to authorize the board of directors to issue warrants, cf. section 155 (2), cf. section 169, of the Companies Act, as well as the completion of the capital increases required in connection with the exercise of warrants.
The following must apply to the authorization:
- The board of directors may grant warrants to employees, management and the board of directors of the Company and of the Company's subsidiaries for subscription of up to DKK 329,380 shares each of DKK 0.05 in the Company.
- At the same time, the board of directors is authorized to complete the capital increases required in connection with exercise of warrants by up to a total nominal amount of DKK 16,470.
- Capital increases upon exercise of warrants must be by in-cash contribution.
- The authorization shall be in force until 25 April 2026.
- When increasing the share capital, the following shall apply:
- no partial payment can be made,
- new shares shall belong to the same class as other shares,
- the shareholders’ right of first refusal is deviated from upon exercise of the warrants,
- no restrictions shall apply to the negotiability of the new shares,
- the new shares shall be negotiable instruments, and
- the new shares shall be registered by name.
The board of directors is authorized to amend the articles of association in connection with completion of the capital increases necessary to exercise the warrant.
The above is proposed to be included in Clause 3.4 of the Company's Articles of Association's, cf. the attached draft updated articles of association, Schedule 1.
Re 9. Others
It is proposed to authorize the chairperson with right of substitution to apply for registration of adopted proposals with the Danish Business Authority.
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Electronic general meeting
The annual general meeting is held as an electronic general meeting in accordance with section 8 of the Company's Articles of Association.
Electronic participation in the general meeting will take place via a portal, which is facilitated by VP Securities A/S. Shareholders who wish to participate in the electronic 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 22 April 2021, at 23:59.
Registration
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 22 April 2021, at 23:59.
Registration can be done via VP Securities A/S' website, www.vp.dk/gf.
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.
Information on the procedure in connection with electronic participation, links to the portal, and information on minimum requirements for the electronic systems used will be sent prior to the general meeting via e-mail to shareholders who have registered for the general meeting.
VP Securities A/S’ portal can be accessed via smartphone, tablet or computer. The portal allows the shareholder to follow the annual general meeting as well as ask questions and cast votes during the live webcast.
Each shareholder is responsible for ensuring that the shareholder has a smartphone, tablet or computer with an Evergreen browser (Edge, Chrome, Firefox or Opera) and that the shareholder at the time of the general meeting has a sufficient and functional Internet connection.
As voting and communication at the general meeting takes place electronically, delays may occur on the electronic lines. In the extreme, these delays can last up to a minute. The Company does not assume responsibility for a shareholder's questions, comments, amendments or votes cast being received in a timely manner to be considered at the relevant agenda item.
Adoption requirements
Adoption of the proposal under item 8 of the agenda requires the accession of at least 2/3 of both the votes cast and of the voting capital represented at the general meeting, cf. the Articles of Association section 7.4 and section 106 (1) of the Companies Act.
Adoption of remaining proposals requires a simple majority, cf. section 7.4 of the Articles of Association and section 105 of the Companies Act.
The size of the share capital and voting rights
The Company's share capital amounts to nominally DKK 634,593 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 26 April 2021 belongs to shareholders who, on the registration date, Monday 19 April 2021 (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, an overview of the total number of shares and voting rights on the date of the notice and the documents that may be presented at the general meeting, including the agenda with the complete proposals, will be available on the Company's website www.ledibond.com (Investors) from 22 February 2021. At the same time the forms to be used for proxy voting, will be made available at the website.
30 March 2021
The Board of Directors