WindowMaster International A/S: Annual General Meeting 2024
Company Announcement No. 045 – 2024
Copenhagen, April 18, 2024
The Company’s Annual General Meeting was held today, 18 April 2024, at Skelstedet 13, 2950 Vedbæk.
The Chairman of the Board of Directors, 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 that the Board of Directors had appointed attorney-at-law Peter Mollerup as Chairperson of the Meeting.
The Chairperson thanked for the appointment and stated the following:
- The general meeting was convened in time on 25 March 2024, cf. Article 7.4 of the Articles of Association.
- 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.
- Shareholders representing nominally DKK 9,559,784 of the Company's share capital equal to 9,559,784 votes, corresponding to 65.87% of the capital, were represented at the general meeting including representation by proxy.
- All proposals on the agenda requires simple majority.
- The Annual General Meeting was lawful and able to decide on the items on the agenda.
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Agenda item 1. Board of Directors’ report on the Company’s activities in the past financial year The Chairman of the Board of Directors reported on the Company’s activities including that WindowMaster International A/S generated revenue in 2023 of 238.0 mDKK and EBITDA of 19mDKK. 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 2023 Key numbers from the Annual Report was highligthed. One question related to warrant program was raised – and it was referred to the overview in the Annual Accounts. The Chairperson of the Meeting concluded that the Annual Report was adopted and that the Board of Directors and Executive Board 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 cover the loss according to the approved annual report was adopted by the Annual General Meeting. |
| Agenda item 5. Election of members to the Board of Directors |
| Re-election of Lars Fournais |
| Re-election of Erik Koch Boyter |
| Re-election of Mette Søs Lassesen |
| Re-election of Leif Jensen |
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New election of Nina Ringen The Chairperson of the Meeting concluded that all the members of the Board of Directors were re-elected and elected by the Annual General Meeting. |
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Agenda item 6. Election of auditor – the Board of Directors propose to re-elect the auditor from PwC. The Chaiperson of the meeting concluded that PwC was re-elected as the Company’s auditor. |
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Agenda item 7. Any proposals from the Board of Directors or shareholders. There was no proposal presented. |
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Agenda item 8. Other issues The Board of Directos proposed 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 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.
April 18, 2024
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Peter Mollerup Lars Fournais
Chairperson of the Meeting Chairperson of the Board of Directors