RESOLUTIONS OF GUBRA A/S' ANNUAL GENERAL MEETING 2024
On Thursday, 4 April 2024 at 10:00 am (CEST), the annual general meeting of Gubra A/S (the "Company") was held at the Company's registered address Hørsholm Kongevej 11B, DK-2970 Hørsholm, with the following agenda:
| 1. The board of directors’ report on the Company’s activities during the past financial year |
| 2. Presentation of the audited annual report for adoption |
| 3. Resolution on the appropriation of profit or payment of loss in accordance with the adopted annual report |
| 4. Presentation of and advisory vote on the remuneration report |
| 5. Approval of remuneration of the board of directors for the current financial year |
| 6. Election of members to the board of directors |
| 7. Election of auditor |
| 8. Authorisation to acquire treasury shares |
| 9. Proposal from the board of directors to renew the existing authorisation to issue warrants |
| 10. Proposal from the board of directors to update the Company's existing indemnification scheme |
| 11. Any proposals from the shareholders |
| 12. Authorisation to the chairman of the general meeting |
| 13. Any other business |
Re item 1
The general meeting acknowledged the report of the board of directors on the Company’s activities during the past financial year.
Re item 2
The general meeting adopted the 2023 annual report.
Re item 3
The general meeting approved the proposal to carry forward the result of the year as recorded in the adopted annual report to the following financial year.
Re item 4
The general meeting approved the Company's remuneration report by advisory vote.
Re item 5
The general meeting approved the proposed remuneration of the board of directors for the current financial year.
Re item 6
The general meeting approved the re-election of all incumbent board members.
Re item 7
The general meeting approved the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as the Company's auditor for both financial and sustainability reporting purposes.
Re item 8
No proposal had been made under this agenda item, as the board of directors in connection with the IPO was authorised in the period until 14 March 2028 to approve the acquisition of treasury shares, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company. The consideration may not deviate more than 10% from the official price quoted on Nasdaq Copenhagen A/S at the time of the acquisition.
Re item 9
The general meeting approved to renew and increase the existing authorization for the board of directors to issue warrants pursuant to articles 7.1-7.3 of the articles of association and the thereto related consequential amendment of the articles of association. The authorisation was renewed until 4 April 2029 and increased by nominally DKK 398,793 warrants. The total number of warrants available for issuance under this authorization is hereinafter 500,000.
Re item 10
The general meeting approved the introduction of an updated indemnification scheme for the board of directors and executive management of the Company as presented under agenda item 10 in the notice to convene the annual general meeting.
Re item 11
No proposals from shareholders had been submitted.
Re item 12
The general meeting authorised the chairman of the general meeting to register the resolutions with the Danish Business Authority.