Notice of Extraordinary General Meeting at Audientes A/S
Company announcement no. 27-2023
August 30, 2023
The board of directors of Audientes A/S, CVR. No. 36 04 76 31 (the “Company”), hereby convenes an extraordinary general meeting in the Company to be held September 14, 2023 at 3 PM (15:00 CEST) at the Company’s registered address at: Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.
Agenda
The extraordinary general meeting has been called for transaction of the following agenda:
- Authorisation of the board of directors to increase the share capital by conversion of debt
- Authorisation of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind
- Authorisation of the board of directors to issue warrants
- Appointment of auditor
- Amendment of language of the Company
- Language of annual reports
- Authorization to inform the Danish Business Authority of decisions taken at the extraordinary general meeting
- Any other business
Agenda with complete proposed resolutions
Re item 1: Authorisation of the board of directors to increase the share capital by conversion of debt
The board of directors proposes that the general meeting resolves to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.12:
“Until 31 August 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 4,000,000 equal to 40,000,000 shares of DKK 0.10 each.
For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company’s shareholders, the capital increases may take place by conversion of debt at market price (determined as the average market price (on basis of the VWAP method) for the 10 trading days prior to the resolution of the capital increase), the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.”
The proposed wording of article 4.12 in Danish is set out in the updated Articles of Association available here at the Company’s website.
Re item 2: Authorisation of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind
The board of directors proposes that the general meeting resolves to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.13:
“Until 31 August 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 8,000,000 equal to 80,000,000 shares of DKK 0.10 each.
For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company’s shareholders, the capital increases shall take place by payment of cash, conversion of debt or contribution in kind, the capital increases can be made at a price below market price, the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.”
The proposed wording of article 4.13 in Danish is set out in the updated Articles of Association available here at the Company’s website.
Re item 3: Authorisation of the board of directors to issue warrants
The board of directors proposes that the general meeting resolves to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.14:
"Until 31 August 2028, the board of directors is authorised to issue warrants one or more times in without pre-emptive rights for the shareholders for issuance of up to nominal DKK 5,000,000 equal to 50,000,000 shares of DKK 0.10 each and to adopt the appertaining capital increases. The warrants shall be issued with an exercise price at least equal to market price (determined as the average market price (on basis of the VWAP method) for the 10 trading days prior to the issue of warrants), however as a minimum at par value. The following terms shall apply for new shares issued due to exercise of the warrants: The shares shall be issued without pre-emption rights for the company’s shareholders, the exercise price for the warrants shall be paid in in full, the shares shall be ordinary shares, no restrictions in the transferability of the shares shall apply, the shares shall be negotiable instruments and the shares shall be registered shares. The board of directors is authorised to determine the other terms for the warrants and the capital increases and to make the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.
The authorisation covers the circumstances that the board of directors in accordance with applicable provisions in the Danish Companies Act can decide to re-use or re-issue possible lapsed non-exercised warrants provided the re-use or re-issue takes place according to the terms and timing restrictions in this authorisation. Re-use shall mean that the board of directors may offer a new party to enter to an existing warrant agreement. Re-issue shall mean that the board of directors may issue new warrants according to this authorisation if warrants already issued have lapsed."
The proposed wording of article 4.14 in Danish is set out in the updated Articles of Association available here at the Company’s website.
Re item 4: Appointment of auditor
The board of directors proposes to appoint Christensen Kjærulff as auditor of the Company.
Re item 5: Amendment of language of the Company
The board of directors proposes that general meetings of the Company can be held in Danish or English (without the option of simultaneous interpretation to and from Danish). Documents prepared for the use of general meetings, including the notice and the minutes, can be prepared in English. Approval of the proposal imply a new articled 13.2 in the Articles of Association with the following wording:
”General meetings may be held in Danish or English at the decision of the board of directors. Documents prepared for use in connection with general meetings, including the notice and the minutes, can be prepared in Danish and/or English unless Danish language is required by law.”
The proposed wording of articles 13.1 in Danish is set out in the updated Articles of Association available here at the Company’s website.
Re item 6: Language of annual report
The Board of Directors proposes that the annual reports of the Company can be prepared and presented in English language and that a new article 11.2 with the wording below is inserted into the Articles of Association:
”Annual reports are prepared and presented in English. The board of directors can decide that the annual reports are prepare and presented in Danish as well.”
The proposed wording of articles 11.2 in Danish is set out in the updated Articles of Association available here at the Company’s website.
Re item 7: Authorisation for registering of the resolutions made at the extraordinary general meeting with the Danish Business Authority
The Board of Directors proposes that Ulrik Laustsen, partner at PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, is authorised to register the resolutions made at the extraordinary general meeting with the Danish Business Authority 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.
Requirements for resolutions
To adopt the proposals under items 1 and 3 of the agenda, at least two thirds of the votes cast and share capital represented shall vote for the proposals.
To adopt the proposal under item 2 of the agenda, at least nine tenths 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 3,915,047.20 divided into 39,150,472 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote and there are 39,150,472 votes in total.
Registration date of shares held by shareholder
The registration date of shares held by the shareholder is September 7, 2023.
A shareholder’s right to participate in the extraordinary 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 extraordinary general meeting is conditional upon the shareholder having registered in due time as described below.
Registration for the extraordinary general meeting
Access to the extraordinary general meeting is conditional on the shareholder registering for the extraordinary general meeting no later than September 10, 2023 at 11:59 PM.
The registration shall be made via the Investor Portal at:
• The Company’s website: www.audientes.com/investor-relations
• At the website of VP Securities A/S: www.vp.dk/agm
• By sending an e-mail 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 extraordinary general meeting together with an adviser, provided that notification of the adviser’s participation has been provided.
Questions concerning registration for the extraordinary general meeting or the use of the investor portal, 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 the shareholder is unable to attend the extraordinary general meeting, the shareholder can:
• issue a proxy to a named third party who will then receive from Euronext Securities an electronic link giving access to the extraordinary 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 the shareholders instructions; or
• vote by postal vote.
The shareholder can submit the vote or issue a proxy electronically via the Company’s InvestorPortal available from its website www.audientes.com/investor-relations or at www.vp.dk/agm.
Alternatively, 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 Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, Denmark. Please consider the delivery time if the postal vote or proxy form is sent by ordinary mail.
The proxy must be received by Euronext Securities no later than September 10, 2023 at 11:59 PM. The postal vote must be received by Euronext Securities no later than September 13, 2023 at 11:59 PM.
Postal votes cannot be revoked.
Additional information
For a period of at least two weeks prior to the extraordinary general meeting, including the day of the extraordinary general meeting, the following information will be available on the Company's website www.audientes.com/investor-relations:
• Notice convening the extraordinary 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 extraordinary general meeting
• Documents that will be submitted at the extraordinary general meeting, including Updated Articles of Association (Vedtægter)
• Registration form
• Proxy and postal vote form
Prior to the extraordinary general meeting, the shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the extraordinary 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 extraordinary 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, att. CEO Steen Thygesen.
Processing of personal data
With reference to the Danish Companies Act requirements, the Company processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communication hereunder also related to the extraordinary general meeting. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events.
For further information about Audientes A/S, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 77 34 16 80
Email: [email protected]
Troels Torp, CFO, 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. Companion by Audientes is an advanced hearable consumer electronics product, marketed in select markets worldwide subject to company priorities.
Audientes’ mission is to develop hearing aids and hearables for hearing improvement or enhancement for 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.