Notice of Extraordinary General Meeting at Audientes A/S
Company announcement no. 37-2023
December 14, 2023
The board of directors of Audientes A/S, CVR. No. 36 04 76 31 (the “Company”), hereby convenes an extraordinary general meeting in the Company to be held January 4, 2024 at 3 PM (15:00 CET) at the Company’s registered address at: Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.
Agenda
The extraordinary general meeting has been called for transaction of the following agenda:
- Appointment to the board of directors
- Authorization to inform the Danish Business Authority of decisions taken at the extraordinary general meeting
- Any other business
Agenda with complete proposed resolutions
Re item 1: Appointment to the board of directors
Mr. Wendi Ma is proposed for election at the extraordinary general meeting to the board of directors, where he will replace the current board member Mr. Jesper Rhode Andersen, who will resign from the board of directors at the end of 2023.
Before the election to the board of directors, information was submitted on his managerial offices in other commercial enterprises except from 100 pct. owned subsidiaries, cf. the companies act section 120(3), as detailed in Appendix 1 of the attached Notice of Extraordinary General Meeting.
Re item 2: Authorisation for registering of the resolutions made at the extraordinary general meeting with the Danish Business Authority
The Board of directors proposes that Steen Thygesen, CEO, Audientes A/S, with the right of substitution, 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.
Requirements for resolutions
The proposal under items 1 and 2 may be adopted by a simple majority of votes.
Share capital and voting rights
The share capital of the Company is DKK 5,938,432.22 divided into 59,384,322.2 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote and there are 59,384,322.2 votes in total.
Registration date of shares held by the shareholder
The registration date of shares held by the shareholder is December 28th, 2023.
A shareholder’s right to participate in the extraordinary 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 December 29th, 2023 at 11:59 PM.
The registration shall be made via the Investor Portal at:
• The Company’s website: www.audientes.com/investor-relations
• At the website of VP Securities A/S: www.euronext.com/cph-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 Euronext Securities 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.euronext.com/cph-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, 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 Euronext Securities no later than December 29th, 2023 at 11:59 PM. The postal vote must be received by Euronext Securities no later than January 2nd, 2024 at 11:59 PM.
Postal votes cannot be revoked.
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 Bio of the candidate(s) for the board of directors.
• 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, the Company 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 A/S, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 77 34 16 80
Email: st@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 self-fitting hearing aid solution, Ven™ by Audientes, is available for purchase in India and Nepal. Companion by Audientes is an advanced hearable consumer electronics product available in Europe and from early 2024 in China and Japan.
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.