Risk Intelligence A/S Extraordinary General Meeting 2022
Risk Intelligence A/S (“Risk Intelligence”) hereby calls an Extraordinary General Meeting.
To the shareholders of Risk Intelligence A/S
NOTICE
of Extraordinary General Meeting
in
Risk Intelligence A/S
(CVR-nr. 27 47 56 71)
With reference to clause 5 of the Articles of Association of Risk Intelligence A/S (CVR-no. 27 47 56 71) and the Danish Companies Act, section 94, you are informed that an extraordinary general meeting is held;
Thursday, 8 December 2022, at 10am
at the Company’s address
Strandvejen 100
DK-2900 Hellerup.
Participation in the shareholders’ meeting requires that a request for participation is
by registration and information of the shareholder’s email address at the following link no later than 5 December 2022 23.59: Risk Intelligence A/S EGM 2022.
The agenda will be as follows:
- Election of chairman of the meeting
- Decision to authorise the Board of directors to increase the share capital by a conversion of debt and to amend the Articles of Association of the company as part hereof.
- Decision to authorise the Board of directors to increase the share capital by issuing new shares and to amend the Articles of Association of the company as part hereof.
- Decision to amend the Articles of Association of the company to delete precious authorisations to increase the share capital by issuing new shares.
- Report on the financial position of the company.
- Any proposals from the management and the shareholders
Comments to the items on the agenda
Re. item no. 1
The board of directors will propose Sune Westrup, attorney-at-law, as chairman of the meeting.
Re. item no. 2:
The Board of directors will propose that the Board of directors until 1 December 2027 by proxy can increase the share capital one or more times by up to in total nominal DKK 750,000 by a conversion of debt.
The Board of directors informs the shareholders that the debt now sought to be converted was contracted in the period 2019 to 2022 with the aim of supporting the company’s operating activities and investments. The debt is to be converted to share capital and as a consequence hereof increase the company's equity.
The increase of the share capital was proposed implemented under the following conditions:
-The maximum amount by which the capital may be increased is DKK 750,000 in nominal value.
-The capital increase is without pre-emptive right of subscription for the existing shareholders.
-The capital increase, and the share subscription as part hereof, shall be at market price as determined by the Board of directors.
-The new shares shall be negotiable and shall be registered in the name of the holder. No shareholder shall be obliged to redeem his/her shares.
-The new shares, up to in total 7,500,000 shares, shall be issued in share size of DKK 0.10 (ten Danish øre) and from the issuance the shares shall carry the same rights including voting rights and right to dividends as the existing shares, and as to negotiability and redemption the same rule applies for these shares as the other shares in the company.
-The estimated cost of the capital increase amounts to DKK 20,000.
Re. item no. 3
The Board of directors will propose that the Board of directors until 1 December 2027 by proxy can increase the share capital one or more times by up to in total nominal DKK 1,000,000 against full cash contribution (cash injection).
The increase of the share capital was proposed implemented under the following conditions:
-The maximum amount by which the capital may be increased is DKK 1,000,000 in nominal value.
-The capital increase is without pre-emptive right of subscription for the existing shareholders.
-The capital increase, and the share subscription as part hereof, shall be at market price as determined by the Board of directors.
-The new shares shall be negotiable and shall be registered in the name of the holder. No shareholder shall be obliged to redeem his/her shares.
-The new shares, up to in total 10,000,000 shares, shall be issued in share size of DKK 0.10 (ten Danish øre) and from the issuance the shares shall carry the same rights including voting rights and right to dividends as the existing shares, and as to negotiability and redemption the same rule applies for these shares as the other shares in the company.
-The estimated cost of the capital increase amounts to DKK 20,000.
Share capital
The company’s share capital is nominally DKK 1,108,204.70, divided into shares of nominally DKK 0.10.
Adoption requirements
Each share of nominally DKK 0.10 has one vote.
The resolution under item 2 and 3 of the agenda proposed by the Board of directors requires an adoption of at least 2/3 of the votes cast and of the share capital represented at the extraordinary general meeting.
All other proposals may be passed with a simple majority of votes.
Date of registration, right to attend and right to vote
A shareholder’s right to attend the ordinary general meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration.
The date of registration is 1 December 2022. The shares held by each shareholder are determined at 23:59 at the date of registration on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received by the company but not yet registered in the share register.
Proxy/postal vote
Shareholders prevented from attending the ordinary general meeting may either vote by proxy to the board of directors or a named third party as proxy representative.
Electronic proxy forms may be submitted through the Investor Portal on the company’s website Risk Intelligence A/S EGM 2022 ('Shareholder portal') by using NemID or username and password.
Physical proxy forms may be submitted by using the registration and proxy form, which can be printed from the company’s website riskintelligence/corporate-governance.
The duly completed, dated, and signed registration and proxy form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Lyngby, Denmark, by email scan to [email protected] or by fax +45 45 46 09 98.
Proxy forms may be submitted for shares held by the shareholder on the date of registration on the basis of the company’s share register as well as any information on shareholdings received but not yet registered in the share register.
Proxy forms (electronic or physical) must be received by Computershare A/S no later than 5 December 2022 at 23.59.
Postal votes may be submitted electronic through Risk Intelligence A/S’s Investor Portal, which can be accessed from the company’s website – riskintelligence/corporate-governance – or on Computershare A/S’s website – www.computershare.dk – until 7 December 2022, at 16:00.
Postal votes may moreover be submitted in writing by use of postal voting forms, which can be assessed on the company’s website – riskintelligence/corporate-governance. Signed postal vote forms must be sent to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby or by e-mail [email protected] and must be received no later than 7 December 2022, at 16:00.
A submitted postal vote cannot be revoked.
Personal inquiries to Computershare A/S may take place weekdays from 09:00 – 15:30.
Agenda, language, etc.
Agenda and complete proposals are included and enclosed this notice.
On the company’s website riskintelligence/corporate-governance more information regarding the extraordinary general meeting, the total number of shares and voting rights on the date of this notice, proxy forms and postal voting forms as well as articles of association are available.
This agenda is published on the company’s website – riskintelligence/corporate-governance - and forwarded in writing (through electronic communication) to shareholders registered in the company’s register of shareholder who has requested this.
Risk Intelligence A/S is responsible for handling personal data and in such capacity responsible for the correct handling of the shareholders’ personal data in accordance with the applicable rules. Reference is made to the company’s policy regarding personal data available on https://investor.riskintelligence.eu/data-policy.
The extraordinary general meeting will be conducted in English.
Questions
At the extraordinary general meeting, the board of directors and the management will answer questions from the shareholders on matters of relevance for assessing the annual report, the position of the company and other questions on the agenda.
Questions may be submitted in writing until 3 December 2022 at 12:00 to Risk Intelligence A/S, Strandvejen 100, 2900 Hellerup, Denmark att.: CFO Jens Krøis, or via e-mail to [email protected].
Questions can be asked both in Danish and English. Such questions will be answered in English and may also be answered in Danish if requested by the shareholder.
Copenhagen, 15 November 2022,
On behalf of the board of directors
Hans Tino Hansen, CEO
Risk Intelligence A/S.
For further information about Risk Intelligence, please contact:
Hans Tino Hansen, CEO
Jens Krøis, CFO
Telephone: +45 7026 6230
E-mail: [email protected]
Website and social media:
Website: investor.riskintelligence.eu
Twitter: twitter.com/riskstaff
LinkedIn: linkedin.com/company/risk-intelligence
Facebook: facebook.com/riskstaff
Risk Intelligence A/S was founded in 2001 by Hans Tino Hansen. The company has evolved to become a prominent company in security risk management by delivering threat and risk assessments worldwide. Risk Intelligence operates and assists customers and partners from headquarters located north of Copenhagen, the office in Singapore as well as through representatives in Europe, Asia and North America. The business model is designed with international scalability in mind and the company is globally regarded as an expert in its field. Risk Intelligence’s core product is the ‘Risk Intelligence System (MaRisk + PortRisk + LandRisk)’, a digital solution that allows clients to monitor global security risks and enables them to plan and implement missions in risk areas. Risk Intelligence is listed on the Spotlight Stock market [RISK].
