Notice of Extraordinary General Meeting at Audientes A/S
Company announcement no. 11-2023
13 April, 2023
Hereby notice is given for the Extraordinary General Meeting in Audientes A/S, CVR. No. 36 04 76 31 (“Company”) to be convened Friday April 28th, 2023 at 2 PM (14:00 CEST). The Extraordinary General Meeting will be held at the Company’s registered address at: Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.
Agenda
The general meeting has been called for transaction of the following agenda:
1. Election of chairman of the meeting
2. Proposal to change the Articles of Association
3. Authorization to inform the Danish Business Authority of decisions taken at the Extraordinary General Meeting
4. Any other business
Requirements for resolutions
The proposal under item 2 on the agenda 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 approval and adoption of all other items on the agenda requires a simple majority vote.
Share capital and voting rights
The share capital of the Company is DKK 2,804,703 divided into 28,047,030 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.
Re item 1: Election of chairman of the meeting
It is proposed to elect Attorney Anders Markvardt, as chairman of the meeting, with a right of substitution.
Re item 2: Proposal to change the Articles of Association
The Board of Directors proposes to change the Articles of Association.
It is proposed to delete clause 5.4 to Audientes A/S’ Articles of Association to update them to regulations at Spotlight Stock Market, which differ from the previous listing venue of Audientes (Nasdaq First North Growth Market Denmark). Specifically, this include removing the requirement for having the Annual General Meeting within 4 months of year-end of the immediately preceding fiscal year (Danish Company Law requires this to take place within 6 months).
The numbering of the other clauses in section 5. of the Articles of Association will be adjusted accordingly with the deletion of clause 5.4.
The proposed wording of clause 5 is set out in the updated Articles of Association available here at the Company’s website.
Re item 3: Authorization to inform the Danish Business Authority of decisions taken at the Extraordinary General Meeting
The Board of Directors proposes that Anders Markvardt is authorized to inform the Danish Business Authority of any decisions taken at the Extraordinary General Meeting 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.
Registration date of shares held by shareholder
The registration date of shares held by the shareholder is Friday, April 21st, 2023.
A shareholder’s right to participate in a general meeting and to cast vote is determined on basis of the shares held by the shareholder on the registration date. In addition, participation in the Extraordinary General Meeting is conditional upon the shareholder having registered in due time as described below.
Registration for the Extraordinary General Meeting
Access to the Extraordinary General Meeting is conditional on the shareholder registering for the Extraordinary General Meeting no later than Monday, April 24th, 2023 at 11:59 PM.
By registering electronically via the Investor Portal at:
- The Company’s website: www.audientes.com/investor-relations
- At the website of VP Securities A/S: www.vp.dk/agm
- By sending an e-mail to: CPH-investor@euronext.com
After registration, the shareholder will receive an e-mail (at the e-mail address the shareholder has provided as part of registration) confirming the registration and information on the procedure relating to participation. The information on participation may also be accessed through www.audientes.com/investor-relations.
A shareholder or a holder of a proxy can participate in the Extraordinary General Meeting together with an adviser, provided that notification of the adviser’s participation has been provided.
Questions concerning registration for the Extraordinary General Meeting or the use of the Investor portal, may be answered by Audientes A/S, Investor Relations, by calling the Company on + 45 77 34 16 80 (weekdays 9:00 AM to 4:00 PM CET).
Proxy or Postal vote
If the shareholder is unable to attend the Extraordinary General Meeting, the shareholder can:
- issue a proxy to a named third party who will then receive from VP Securities A/S an electronic link giving access to the Extraordinary General Meeting; or
- issue a proxy to the Board of Directors for voting in accordance with the recommendations of the Board of Directors; or
- issue a proxy to the Board of Directors for voting in accordance with the shareholders instructions; or
- vote by postal vote.
The shareholder can submit the vote or issue a proxy electronically via the Company’s InvestorPortal available from its website www.audientes.com/investor-relations or at www.vp.dk/agm.
Alternatively, the proxy form or the postal vote form may be downloaded from www.audientes.com/investor-relations, printed and sent by email to CPH-investor@euronext.com or by ordinary mail to Euronext Securities A/S, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, Denmark. Please consider the delivery time if the postal vote or proxy form is sent by ordinary mail.
The proxy must be received by VP Securities A/S no later than Monday, April 24th, 2023 at 11:59 PM. The postal vote must be received by VP Securities A/S no later than Thursday, April 27th, 2023 at 11:59 PM.
Additional information
For a period of at least two weeks prior to the Extraordinary General Meeting, including the day of the Extraordinary General Meeting, the following information will be available on the Company's website www.audientes.com/investor-relations:
• Notice convening the Extraordinary General Meeting including agenda and complete proposals
• Information on the aggregate number of shares and voting rights as of the date of the notice convening the Extraordinary General Meeting
- Documents that will be submitted at the Extraordinary General Meeting, including
- Updated Articles of Association (Vedtægter)
- Registration form
- Proxy and postal vote form
Prior to the Extraordinary General Meeting, the shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the Extraordinary General Meeting.
In the interest of proceedings and to the extent possible, the Board of Directors encourages shareholders to submit questions in writing ahead of the Extraordinary General Meeting.
Written enquiries can be sent to Audientes A/S via email to st@audientes.com or via post to Audientes A/S, Teknikerbyen 5, 2., Søllerød, 2830 Virum, att. CEO Steen Thygesen.
Processing of personal data
With reference to the Danish companies act requirements, Audientes A/S processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communication hereunder also related to the Extraordinary General Meeting. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events
For further information about Audientes, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: st@audientes.com
Troels Torp, CFO, Audientes A/S
Phone: +45 40 52 18 80
Email: tto@audientes.com
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, online and in retail, and will be introduced to the USA over-the-counter market and other markets in the coming years. Companion by Audientes is an advanced hearable consumer electronics product that is commercially available in Europe and later in 2023 in USA, Japan and other markets.
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 website, https://audientes.com.