Notice of Extraordinary General Meeting of Audientes A/S

Company announcement no. 02-2023
February 21, 2023

Hereby notice is given for the Extraordinary General Meeting in Audientes A/S, CVR. No. 36 04 76 31 (“Company”) to be convened Wednesday March 8th, 2023 at 3 PM (15:00 CEST). The Extraordinary General Meeting will be held at the Company’s registered address at: Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.

  

Background

Audientes announced on February 15th 2023, that the Company intends to evaluate different alternatives for financing in the short-medium term as well as exploring more longer-term structures such as partnerships, merger, sale of the business or its assets, or a strategic investment.

 

The Board of Directors now calls for an Extraordinary General Meeting. The meeting is called following request from the shareholders Hossein Jelveh, Founder and CTO at Audientes A/S, and Steen Thygesen, CEO at Audientes A/S, together representing more than 5% of the share capital, to drive this process forward. The two shareholders wish to thank the current members of Audientes’ Board of Directors for their diligent and passionate work over the past years.    

 

Agenda

The general meeting had been called for transaction of the following agenda:

1. Election of chairman of the meeting

2. Appointments to the Board of Directors

3. Authorization to inform the Danish Business Authority of decisions taken at the Extraordinary General Meeting

4. Any other business

 

Requirements for resolutions

The approval and adoption of all of items on the agenda requires a simple majority vote.

 

Share capital and voting rights

The share capital of the Company is DKK 2,804,703 divided into 28,047,030 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.

 

Re item 1: Election of chairman of the meeting

It is proposed to elect Attorney Anders Markvardt, as chairman of the meeting.

 

Re item 2: Appointment to the Board of Directors

The current board members Povl-André Bang Bendz, Gitte Jürgens, Frank Vium and Peter Røpke will resign from the Board of Directors at the Extraordinary General Meeting as part of the new strategic direction for the future capitalization of the Company, where it will evaluate different structures such as partnerships, mergers, sale of the business or its assets, or a strategic investment to bring in the required future financing to realize its strategic objectives.

 

Hiroshi Maeda, Jesper Rhode Andersen, Steen Thygesen and Hossein Jelveh are proposed by Hossein Jelveh and Steen Thygesen to the Board of Directors to drive the aforementioned process.

 

Before the election of the new Board of Directors, information was submitted on their managerial offices in other commercial enterprises except from 100 pct. owned subsidiaries, cf. the companies act section 120(3), see appendix 1.

 

Re item 3: Authorization to inform the Danish Business Authority of decisions taken at the Extraordinary General Meeting

The Board of Directors proposes that Anders Markvardt is authorized to inform the Danish Business Authority of any decisions taken at the Extraordinary 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.

 

Registration date of shares held by shareholder

The registration date of shares held by the shareholder is Wednesday, 1st of March 2023.

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 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 Friday, 3rd of March 2023 at 11:59 PM.

 

By registering electronically 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 VP Securities A/S 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 A/S, 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 VP Securities A/S no later than Friday, 3rd March 2023 at 11:59 PM.

The postal vote must be received by VP Securities A/S no later than Tuesday, 7th March 2023 at 11:59 PM.

 

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
  • Appendix 1: Information on the candidates for the Board of Directors (attached to this announcement)
• 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, Audientes A/S 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, please contact:

Steen Thygesen, CEO, Audientes A/S

Phone: +45 53 17 26 10

Email: [email protected]

 

Troels Torp, CFO, Audientes A/S

Phone: +45 ‭40 52 18 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 market, online and in retail, and will be introduced to the US over-the-counter market and other markets in the coming years. Companion by Audientes is an advanced hearable consumer electronic product that is commercially available in Europe and later in 2023 also in other markets.

 

Audientes’ mission is to help the approximately 500 million people globally suffering from disabling hearing loss who either cannot afford to buy one of the very expensive hearing aids on the market, or who do not currently have access to a solution to their hearing loss.

 

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 website, https://audientes.com.