Audientes A/S: Minutes of Extraordinary General Meeting

 Company announcement no. 29-2023

September 14, 2023

On September 14, 2023, at 15:00 an extraordinary general meeting was held in

Audientes A/S

(the “Company”, CVR-no. 36 04 76 31)

at the Company’s address, Teknikerbyen 5, 2830 Virum.

The Company’s chairman Hossein Jelveh opened the meeting and informed that according to the Articles of Association section 5.6, the board of directors appointed him as chairman of the meeting.

Hossein Jelveh accepted the nomination and noted that the meeting was regularly constituted and convened and a quorum in every respect. The chairman pointed out that notice of the extraordinary general meeting had been posted via Spotlight Stock Market on August 30, 2023, by separate company announcement and the same day posted on the Company’s webpage.

At the meeting, all representatives of the Management of the Company as well as half of the board of directors were present (Hossein Jelveh, Steen Thygesen).

The share capital of the Company is DKK 3,915,047 divided into DKK 39,150,470 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.

Of the Company’s total share capital of DKK 3,915,047, shareholders representing 10,9% (DKK 426,042) with 4,260,416 votes were present in the form of 2 shareholders attending the meeting and four proxy votes to the board of directors.

The extraordinary general meeting has been called for transaction of the following agenda: 

1. Authorisation of the board of directors to increase the share capital by conversion of debt
2. Authorisation of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind
3. Authorisation of the board of directors to issue warrants
4. Appointment of auditor
5. Amendment of language of the Company
6. Language of annual reports
7. Authorization to inform the Danish Business Authority of decisions taken at the extraordinary general meeting
8. Any other business

Requirements for resolutions:

To adopt the proposals under items 1 and 3 of the agenda, at least two thirds of the votes cast and share capital represented shall vote for the proposals.

To adopt the proposal under item 2 of the agenda, at least nine tenths of the votes cast and share capital represented shall vote for the proposal.

All other proposals on the agenda may be adopted by a simple majority of votes.

Minutes of the extraordinary general meeting:

Re item 1: Authorisation of the board of directors to increase the share capital by conversion of debt

It was resolved on the extraordinary general meeting with all votes cast and share capital represented to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.12:

“Until 31 August 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 4,000,000 equal to 40,000,000 shares of DKK 0.10 each. For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company’s shareholders, the capital increases may take place by conversion of debt at market price (determined as the average market price (on basis of the VWAP method) for the 10 trading days prior to the resolution of the capital increase), the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.”

Re item 2: Authorisation of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind

It was resolved on the extraordinary general meeting with all votes cast and share capital represented to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.13:

“Until 31 August 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 8,000,000 equal to 80,000,000 shares of DKK 0.10 each. For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company’s shareholders, the capital increases shall take place by payment of cash, conversion of debt or contribution in kind, the capital increases can be made at a price below market price, the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.”

Re item 3: Authorisation of the board of directors to issue warrants

It was resolved on the extraordinary general meeting with all votes cast and share capital represented to provide the board of directors with the following authorisation that will be added the articles of association as a new article 4.14:

"Until 31 August 2028, the board of directors is authorised to issue warrants one or more times in without pre-emptive rights for the shareholders for issuance of up to nominal DKK 5,000,000 equal to 50,000,000 shares of DKK 0.10 each and to adopt the appertaining capital increases. The warrants shall be issued with an exercise price at least equal to market price (determined as the average market price (on basis of the VWAP method) for the 10 trading days prior to the issue of warrants), however as a minimum at par value. The following terms shall apply for new shares issued due to exercise of the warrants: The shares shall be issued without pre-emption rights for the company’s shareholders, the exercise price for the warrants shall be paid in in full, the shares shall be ordinary shares, no restrictions in the transferability of the shares shall apply, the shares shall be negotiable instruments and the shares shall be registered shares. The board of directors is authorised to determine the other terms for the warrants and the capital increases and to make the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation. The authorisation covers the circumstances that the board of directors in accordance with applicable provisions in the Danish Companies Act can decide to re-use or re-issue possible lapsed non-exercised warrants provided the re-use or re-issue takes place according to the terms and timing restrictions in this authorisation. Re-use shall mean that the board of directors may offer a new party to enter to an existing warrant agreement. Re-issue shall mean that the board of directors may issue new warrants according to this authorisation if warrants already issued have lapsed."

Re item 4: Appointment of auditor

It was resolved on the extraordinary general meeting with all votes cast and share capital represented that the firm Christensen Kjærulff is appointed as auditor of the Company.

Re item 5: Amendment of language of the Company

It was resolved on the extraordinary general meeting with all votes cast and share capital represented that general meetings of the Company can be held in Danish or English (without the option of simultaneous interpretation to and from Danish). Documents prepared for the use of general meetings, including the notice and the minutes, can be prepared in English. Approval of the proposal imply a new article 13.2 in the Articles of Association with the following wording:

”General meetings may be held in Danish or English at the decision of the board of directors. Documents prepared for use in connection with general meetings, including the notice and the minutes, can be prepared in Danish and/or English unless Danish language is required by law.”

Re item 6: Language of annual reports

It was resolved on the extraordinary general meeting with all votes cast and share capital represented that the annual reports of the Company can be prepared and presented in English language and that a new article 11.2 with the wording below is inserted into the Articles of Association:

”Annual reports are prepared and presented in English. The board of directors can decide that the annual reports are prepare and presented in Danish as well.”

Re item 7: Authorisation for registering of the resolutions made at the extraordinary general meeting with the Danish Business Authority

It was resolved on the extraordinary general meeting with all votes cast and share capital represented that Ulrik Laustsen, partner at PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, is authorised to register the resolutions made at the extraordinary general meeting with the Danish Business Authority and in this connection to make any changes and addendums to the decisions and the Company’s Articles of Association that the Danish Business Authority may require to register the decisions or approving the resolutions passed by the general meeting.

Re item 8: Any other business

There was nothing under this item.

The general meeting was adjourned by the chairman Hossein Jelveh.

For further information, please contact:

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market. Companion by Audientes is an advanced hearable consumer electronics product that is commercially available in Europe and later in 2023 in China.

Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.

For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu or www.audientes.in.