Business transacted at the annual general meeting of Aquaporin A/S
Aquaporin A/S, Nymøllevej 78, DK-2800 Kongens Lyngby, aquaporin.com, Company registration no.: DK28315694
Company announcement
No. 24/2023
Kongens Lyngby, Denmark, April 27, 2023 – Aquaporin A/S (ticker: AQP) (“Aquaporin” or the “Company”), an innovative water technology company dedicated to rethinking water filtration with biotechnology, today held its annual general meeting, at which the general meeting:
- Took note of the Board of Directors’ report on the Company’s activities in the past financial year;
- Adopted the annual report for 2022;
- Adopted the Board of Directors’ proposal to carry forward the loss for the financial year ended December 31, 2022 and that no dividend is paid to shareholders for the financial year ended December 31, 2022;
- Resolved to grant discharge of liability to the Board of Directors and the Executive Management;
- Approved the remuneration report for the past financial year in an advisory vote;
- Approved the remuneration for the Board of Directors for the current financial year and until the next annual general meeting;
- Re-elected Niels Heering, Søren Bjørn Hansen, Anne Broeng, Lars Hansen, Anupam Bhargava, Weiming Jiang, and Jianlong Zhuang as members of the Board of Directors for a one-year period;
- Re-elected EY Godkendt Revisionspartnerselskab as auditor;
- Authorized the Board of Directors to acquire treasury shares in the period until April 26, 2027, on one or more occasions, with a total value of up to 10% of the Company’s share capital from time to time, subject to the Company’s holding of treasury shares after such acquisitions does not exceed 10% of the Company’s share capital. The consideration may not deviate more than 10% from the official price quoted on Nasdaq Copenhagen at the date of agreement or acquisition;
- Approved the proposal to amend the articles of association with a new article 3.2 regarding a new authorization to the Board of Directors to increase share capital without pre-emptive rights for existing shareholders at market price with up to nominally DKK 2,189,000 equal to 20% of the current share capital until April 27, 2027;
- Approved the proposal to amend the articles of association with a new article 3.3 regarding a new authorization to the Board of Directors to increase share capital with pre-emptive rights for existing shareholders at or below market price with up to nominally DKK 2,189,000 equal to 20% of the current share capital until April 27, 2027;
- Approved the proposal to amend the articles of association and adopt an authorization as a new article 5.1 for the Board of Directors to issue convertible debt instruments, with a right for the holder to convert such instruments to up to nominally DKK 1,094,600 shares equal to 10% of the current share capital without pre-emptive rights for existing shareholders until 27 April 2027. The conversion price shall be market price at issue of such convertible instruments. The Board of Directors is authorized to increase the Company’s share capital with up to nominally DKK 1,094,600, however, the nominal increase of share capital may be higher due to subsequent adjustments in accordance with the adjustment clauses determined by the Board of Directors when such convertible instruments are issued; and
- Approved to amend the articles of association with a new article 3.5 regarding a combined maximum of DKK 2,189,000, equal to 20% of the current share capital, of the authorizations to increase share capital with and without pre-emptive rights for existing shareholder and the authorization to issue of convertible instruments under the new authorizations in article 3.2, 3.3 and 5.1 of the articles of association.
After the annual general meeting, the Board of Directors constituted itself and elected Niels Heering as Chair and Søren Bjørn Hansen as Deputy Chair.
For further information, please contact:
Matt Boczkowski, Chief Executive Officer
Klaus Juhl Wulff, Chief Financial Officer
+45 53 55 55 19, investorrelations@aquaporin.com
About Aquaporin A/S
Aquaporin is an innovative water technology company dedicated to natural water treatment with operations in Denmark (HQ), China, Singapore, Turkey, and the United States. Aquaporin works to preserve the Earth’s most valuable resource – water – by combining advanced bioengineering, open innovation, and natural aquaporins – nature's own water purifiers – which they embed into water purification membranes. Their proprietary technology, Aquaporin Inside®, is based on Nobel Prize-winning research and used to clean and reuse water in industries, in our homes, and even by NASA in space. Aquaporin works with customers and partners around the globe to sustainably treat industrial wastewater, concentrate food & beverage products, and enhance drinking water quality and accessibility.
Forward-looking statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions, as well as other statements regarding future events or prospects. Specifically, this report includes information with respect to projections, estimates, and targets that also constitute forward-looking statements. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, and other important factors include, among others: Limited experience in commercialization of the Company’s products, failure to successfully implement strategies, dependence on third parties for manufacturing certain product components and the supply of certain raw materials, the ongoing COVID-19 pandemic, manufacturing disruptions, strategic collaboration, protection of the Company’s intellectual property rights and other risks disclosed in Aquaporin’s annual reports and company announcements. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations, projections, estimates, and targets expressed or implied in this report by such forward-looking statements. The information, opinions, and forward-looking statements contained in this report speak only as at its date and are subject to change without notice. Aquaporin expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.