WindowMaster International A/S: Annual General Meeting 2023
Company Announcement No. 036 – 2023
Copenhagen, April 27, 2023
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The company’s Annual General Meeting was held today, 27 April 2023, at Skelstedet 13, 2950 Vedbæk.
The Chairperson of the Board, Lars Fournais, welcomed the shareholders to the Annual General Meeting and announced that in accordance with Article 9.2 of the Company's Articles of Association, the Board of Directors had appointed attorney-at-law Nina Ringen as Chairperson of the Meeting.
The Chairperson thanked for the appointment and stated the following:
- The general meeting was convened in time on 4 April 2023.
- The Annual General Meeting was lawful and able to decide on the items on the agenda.
- All proposals on the agenda requires simple majority, besides item 7, which requires 2/3 majority both of votes cast and votes represented at the Annual General Meeting.
- Shares of a nominal value of DKK 9,097,560 were represented at the Annual General Meeting, equal to 62.69% of the Company’s total share capital. The capital represented corresponded to 9,097,560 votes.
- Shareholders representing nominally DKK 8,891,799 of the Company's share capital, corresponding to 61.27% of the capital, were represented at the general meeting, excluding representation by proxy.
- The company’s share capital of nominally DKK 14,512,903 is divided into 14,512,903 shares of DKK 1. Each share amount of DKK 1 gives one vote corresponding to a total of 14,512,903 votes.
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Agenda item 1. Board of Directors’ report on the company’s activities in the past financial year The Chairperson of the Meeting reported on the company’s activities including that WindowMaster generated revenue in 2022 of 241.4 mDKK and EBITDA of 16.7 mDKK. The Chairperson of the Meeting concluded that the Annual General Meeting had taken account of the report. |
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Agenda item 2. Presentation and approval of the audited Annual Report 2022 The Chairperson of the Meeting concluded that the Annual Report was adopted and that the Board of Directors were granted discharge by the Annual General Meeting. |
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Agenda item 3. Approval of the remuneration of the Board of Directors for the current financial year The shareholders approved the following remuneration for the Board of Directors for the current financial year: Chairman - DKK 375,000. Vice Chairman - DKK 200,000. Board Member - DKK 125,000. The Chairperson of the Meeting concluded that the proposal for remuneration for the Board of Directors for the current financial year was adopted by the Annual General Meeting. |
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Agenda item 4. Decision on the use of profit or the covering of loss according to the approved annual report The Chairperson of the Meeting concluded that the proposal by the Board of Directors to not distribute dividends was adopted by the Annual General Meeting. |
| Agenda item 5. Election of members to the Board of Directors |
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Re-election of Lars Fournais Re-election of Leif Jensen The Chairperson of the Meeting concluded that all the members of the Board of Directors were re-elected by the Annual General Meeting. |
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Agenda item 6. Election of auditor – the Board of Directors propose to change the auditor from Deloitte to PwC. The Chaiperson of the meeting concluded that PwC was elected as the Company’s new auditor. |
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Agenda item 7. Any proposals from the Board of Directors or shareholders. The Board of Directors had proposed to amend the Articles of Asscociation in Section 7.3, Section 7.4, Section 7.6 and Section 8.1. The Chairperson explained the proposed changes and the shareholders had the opportunity to ask questions.The Chairperson of the Meeting concluded that the proposal by the Board of Directors was adopted by the Annual General Meeting. |
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Agenda item 8. Other issues The Board of Directos propose to authorize the Chairperson of the Meeting to register any decision with the Danish Business Authority and to make corrections in the documents drawn up based on the decisions. The Chairperson of the Meeting concluded that the proposal by the Board of Directors was [unanimously] adopted by the Annual General Meeting.There were no further questions or comments from the shareholders. |
As nobody else wished to speak, the Chairperson of the Meeting declared that the agenda had been exhausted.
Chairperson of the Board Lars Fournais thanked the shareholders for attending and gave the floor to the CEO Erik Boyter for final remarks.
The Annual General Meeting was then adjourned.