Minutes from the extraordinary general meeting in DecideAct and information on the issuance of warrants and new shares
Friday, 18 November 2022
DecideAct A/S [ACT], company announcement no. 11-2022:
Today an extraordinary general meeting was held in accordance with the notice published on 3 November 2022 in company announcement no. 10-2022. All the proposals were adopted. The minutes of the extraordinary general meeting have been attached to this notice; a brief summary is presented below.
Subject to the resolutions passed by the general meeting, DecideAct has issued new shares to certain shareholders and issued warrants to members of the board of directors and members of the executive management.
Issuance of new shares:
The directed issue is comprised by an issuance of 525.407 new shares to certain shareholders without pre-emption rights for existing shareholders at a price per share of DKK 5.70 per share of nominally DKK 0.10 corresponding to a cash injection of around DKK 3,000,000. The price per share of DKK 5.70 is 13% above the market price at the date of the notice to convene the extraordinary general meeting calculated as the volume weighted average share price covering 10 trading days prior to the date of the notice (20 October 2022 to 2 November 2022).
The associated capital increase will be nominally DKK 52,540.7, which will raise DecideAct’s share capital from nominally DKK 1,054,053.90 to DKK 1,106,594.6. Reference is made to the minutes of the extraordinary general meeting for a full description of the directed issue. The new shares will be identical to the existing shares and an application will be made for them to be admitted to trading on Nasdaq First North Growth Market, Denmark under the existing ISIN DK0061414471 and ticker ‘ACT’, when the capital increase has been registered with the Danish Business Authority. The company will inform the market when the capital increase has been registered.
The new shares will be identical to the existing shares and an application will be made for them to be admitted to trading on Nasdaq First North Growth Market, Denmark under the existing ISIN DK0061414471 and ticker ‘ACT’. Gemstone Capital acted as Financial Adviser in this transaction.
The capital increase has today been registered with the Danish Business Authority. Following the capital increase the total share capital amounts to DKK 1,106,594.6 and the total number of votes amounts to 11,065,946.
Issuance of warrants
Subject to the resolutions adopted by the extraordinary general meeting and the minutes from the extraordinary general meeting, new warrants have been issued to members of the Board of Directors and members of C-level management in the company or the company’s subsidiaries consisting of the Chief Executive Officer (CEO), Chief Strategy Officer (CSO), Chief Commercial Officer (CCO), Chief Technology Officer (CTO) and Chief Operating Officer (COO).
A total of 180.000 warrants have been issued. The warrants will vest fully at the date of the next annual general meeting provided that the member of management or Board of Directors is still being formally engaged with the company. The warrants can be exercised at a price of DKK 5.70, which is 13% above the market price at the date of the notice to convene the extraordinary general meeting calculated as the volume-weighted average share price covering 10 trading days prior to the date of the notice (20 October 2022 to 2 November 2022).
New articles of association will be uploaded to DecideAct’s website.
Resolutions from the extraordinary general meeting
Re 1. Election of chairman of the general meeting
The general meeting appointed Ulrich Hejle as chairman of the general meeting.
Re 2. Election of new members to the Board of Directors
The board of directors had proposed to elect Henrik Jensen as a new member of the Board of Directors.
Henrik Jensen was elected as a new member of the board of directors by the general meeting.
Re 3. Proposals from the Board of Directors
The general meeting took a position on the following proposals from the Board of Directors:
Re 3a. Issuance of warrants without pre-emption rights for existing shareholders to members of management and the Board of Directors
The Board of Directors had proposed that the general meeting approved a resolution to issue warrants to the members of the Board of Directors and members of C-level management in the company or the company’s subsidiaries consisting of the Chief Executive Officer (CEO), Chief Strategy Officer (CSO), Chief Commercial Officer (CCO), Chief Technology Officer (CTO) and Chief Operating Officer (COO).
The proposal was adopted by the general meeting.
Re 3b. Directed issue to certain shareholders without pre-emption rights for existing shareholders The Board of Directors had proposed to conduct an increase of the share capital of up to nominally 52,540.7 by cash payment through a directed issue to certain shareholders without pre-emption rights for existing shareholders.
The proposal was adopted by the general meeting.
The maximum amount of nominally DKK 52,540.7 corresponding to 525,407 new shares has been fully subscribed and paid for and the relevant changes to DecideAct’s articles of association reflecting the new share capital of DKK 1,106,596.6 will be registered with the Danish Business Authority.
Re 3c. Authorization to the Board of Directors re. capital increase without pre-emption rights
The Board of Directors had proposed that the authorization in article 4.2 was replaced with a new authorization to the Board of Directors to raise the company’s share capital at market value by up to nominally DKK 200,000 without existing shareholders having any pre-emption rights for a period of 5 years from the date of the extraordinary general meeting under section 155 of the Danish Companies Act.
The proposal was adopted by the general meeting.
DecideAct’s articles of association will be updated to reflect the changes.
Re 4. Any other business
The was no other business to be discussed.
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Reference is made to the minutes of the general meeting that has been attached to this company announcement, where a full description of the resolutions and amendments to the articles of association can be visited.
Contact Information
Company:
CEO, Flemming Videriksen
+ 45 78756550
E-mail: ir@decideact.net
DecideAct A/S
Østre Kajgade 3, 3730 Nexø, Denmark
Financial Adviser:
Managing Partner Søren Jonas Bruun
+45 40561109
E-mail: sb@gemstonecapital.com
About DecideAct:
DecideAct is a provider of SaaS software and solutions that move manual execution and follow-up of strategy to a cloud-based Strategy Execution Management platform. By rethinking the way strategy is executed, DecideAct has created a groundbreaking tool that is relevant to all companies and organizations, public or private, in all industries, geographies, functional roles and their mission-critical priorities related to achieving strategic goals. DecideAct’s vision is to modernize strategic leadership through technology.