Minutes of Extraordinary General Meeting in Audientes A/S
Company announcement no. 11-2022
June 7, 2022
On 7 June 2022, at 15:00 an extraordinary general meeting was held in
Audientes A/S
(CVR-no. 36 04 76 31)
at the Company’s address, Teknikerbyen 5, 2830 Virum.
The Company’s chairman Povl-André Bendz opened the meeting and informed that according to the Articles of Association section 5.7 the Board of Directors had appointed Advokat Bjarke Sanbeck as Chairman of the meeting.
Bjarke Sanbeck accepted the nomination and noted that with the accession of the General Assembly that the meeting was regularly constituted and convened and a quorum in every respect. The chairman pointed out that notice of the General Assembly had been posted via NASDAQ OMX First North Growth Market Denmark on 23 May 2022 by separate company announcement and the same day posted on the Company’s webpage.
At the meeting the Management of the Company as well as the Board of Directors were present.
Of the Company’s total share capital of DKK 934,901 shareholders representing 25,65 % (2,397,839 shares of 0.1 DKK) were present in the form of 4 shareholders and 1 proxy vote.
The Extraordinary General Meeting has been called for following agenda:
- Election of Chairman of the meeting.
- Authorization to decide on the Board of Directors’ proposal to de-list the financial instruments from Nasdaq First North Growth Market Denmark and apply for listing on Spotlight Stock Market Denmark.
- Proposal to authorize the Board of Directors to decide on issues of new shares, with pre-emptive rights for existing shareholders.
- Proposal to change the Articles of Association.
- Any other business.
Re 1: Election of Chairman of the General Meeting
According to the statutes paragraph 5.7 the Board of Directors appointed Advokat Bjarke Sanbeck as Chairman of the meeting.
Re 2: The authorization to decide on the Board of Directors’ proposal to de-list the financial instruments from Nasdaq First North Growth Market Denmark and apply for listing on Spotlight Stock Market Denmark.
The authorization to decide on the Board’s proposal to de-list the company shares from Nasdaq First North Growth Market Denmark in order to apply for listing of the shares on Spotlight Stock Market Denmark in Danish kroner will result in the removal from trading of the shares on Nasdaq First North Growth Market Denmark, which according to the rulebook supplement Copenhagen section 2.8 shall be subject to decisions made by at least a two-thirds majority of both the votes cast at the Extraordinary General Meeting and the votes represented at the Extraordinary General Meeting of the company.
If the Extraordinary General Meeting resolves to remove the financial instruments from trading on the Nasdaq First North Growth Market Denmark by the required majority, transactions in the Issuer's financial instruments shall be able to be carried out on the Nasdaq First North Growth Market Denmark for a subsequent period of at least ten weeks. The Board will thus be authorized to submit the application for listing on Spotlight Stock Market Denmark and work to ensure that the shares are admitted to trading on the next trading day after the last day of trade on Nasdaq First North Growth Market Denmark.
The proposal was discussed.
The Chairman ascertained that represented shareholders representing 25,63 % (2,396,589 shares of 0.1 DKK) of the Company’s share capital voted in favor of the proposal. One shareholder representing 1,250 shares of 0.1 DKK (0.01 % of the share capital) voted against.
The proposal was therefore adopted with the necessary majority of votes.
Re 3: Proposal to authorize the Board of Directors to decide on issues of new shares, with pre-emptive rights for the existing shareholders
In according to the Audientes A/S Articles of Association clause 4.3 where the authorization is given, the Board of Director’s authorization is proposed to be changed to carry out more capital in accordance with the de-listing process from Nasdaq First North Growth Market Denmark and move to Spotlight Stock Market Denmark and the rules of the Danish Companies Act. The proposal to the authorization requires a decision on issue with pre-emptive right for the existing shareholder with a two-thirds majority of both the votes cast at the Extraordinary General Meeting and the votes represented at the Extraordinary General Meeting.
It is proposed that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, during the period and until June 6th, 2027, is authorized to decide on issues of share capital in the Company and thereby increase the share capital in one or more issues of new shares with pre-emptive rights for the Company’s existing shareholders by up to an amount of a total of DKK 950.000,00 nominal value. The capital increase includes cash contribution, contribution in kind and/or conversion of debt (on terms to be decided by the Board of Directors) and can be below market price. The detailed terms of the authorization are as set out in the draft clause 4.3 to the Articles of Association that were attached to the notice.
The proposal was discussed.
The Chairman ascertained that all present shareholders representing 25,65 % (2,397,839 shares of 0.1 DKK) of the Company’s share capital voted in favor of the proposal.
The proposal was therefore adopted with the necessary majority of votes.
Re 4: Proposal to change the Articles of Association
It is proposed to add clause 7.6 to Audientes A/S’ Articles of Association whereby the Board of Directors is up for an election each year at the Annual General Meeting.
The Proposal to change the Articles of Association requires a decision with a two-thirds majority of both the votes cast at the Extraordinary General Meeting and the votes represented at the Extraordinary General Meeting in accordance with clause 106 of the Danish Companies Act. The proposed wording of clause 7.6 is as set out in clause 4.3 of the attached draft Articles of Association.
The proposal was discussed.
The Chairman ascertained that represented shareholders representing 25,63 % (2,396,589 shares of 0.1 DKK) of the Company’s share capital voted in favor of the proposal. One shareholder representing 1,250 shares of 0.1 DKK (0.01 % of the share capital) voted against.
Re 5: Any other business
There was nothing under this item.
The general meeting authorized the chairman to carry out the registration with the Danish Business Authority and to make such amendments to the resolution as required by the Danish Business Authority to achieve registration.
The general meeting was adjourned by the chairman of the meeting, Bjarke Sanbeck.
Financial calendar
|
Date |
Event |
|
August 25, 2022 |
Q2 and Half-year 2022 reporting |
|
November 17, 2022 |
Q3 2022 reporting |
For further information, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: st@audientes.com
Povl-André Bendz, Chairman of the Board, Audientes A/S
Phone: +45 77 34 16 80
Email: pab@audientes.com
Certified advisor
Kapital Partner A/S
Phone: +45 89 88 78 46
About Audientes A/S
Audientes A/S is a Danish technology company specializing in smart, self-fitting and affordable hearing aids. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market, online and in retail, and will be introduced to the US over-the-counter market and other markets in the coming years. Audientes’ mission is to help the approximately 500 million people globally suffering from disabling hearing loss who either cannot afford to buy one of the very expensive hearing aids on the market, or who do not currently have access to a solution to their hearing loss.
Audientes is listed on Nasdaq First North Growth Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.
For additional information please refer to the company’s website, www.audientes.com