Risk Intelligence A/S Extraordinary General Meeting 2023
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;
Tuesday, 3 October 2023, 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 29 September 2023 23.59: Risk Intelligence A/S EGM 2023.
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 issuing new shares against cash contribution and to amend the Articles of Association of the company as part hereof.
- 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 October 2028 by proxy can increase the share capital one or more times by up to in total nominal DKK 1,415,851.20 against full cash contribution (cash injection).
The increase of the share capital is proposed implemented under the following conditions:
-The maximum amount by which the capital may be increased is DKK 1,415,851.20 in nominal value.
-Existing shareholders who, on the Rights Issue record date of 10 October 2023, are entered in the share register, maintained by VP Securities A/S, have preferential rights to subscribe for new shares. One (1) existing share entitles to one (1) share right. Thirteen (13) share rights give the right to subscribe for twelve (12) new shares. Besides this, the capital increase is without pre-emptive rights for the existing shareholders.
-The capital increase, and the share subscription as part hereof, shall be at price of DKK 1.30 per share.
-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 14,158,512 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 25,000.
Share capital
The company’s share capital is nominally DKK 1,533,838.90, 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 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 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 26 September 2023. 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 2023 ('Shareholder portal') by using MitID 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 29 September 2023 at 23.59.
Postal votes may be submitted electronic through Risk Intelligence A/S’ Investor Portal, which can be accessed from the company’s website – https://investor.riskintelligence.eu/ – or on Computershare A/S’ website – https://www.computershare.com/dk– until 2 October 2023, 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 – Risk Intelligence 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 2 October 2023, 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 29 September 2023 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.
Hellerup, 11 September 2023,
On behalf of the board of directors
Hans Tino Hansen, CEO
Risk Intelligence A/S.
