Minutes of the Annual General Meeting 2022 in DecideAct A/S and issuance of warrants to members of management and board of directors
Company Announcement no. 7-2022
DecideAct A/S (ACT)
Tuesday 24 May 2022 at 15:00 CEST, DecideAct A/S (cvr.no. 36077735, the “Company”) held its annual general meeting as a fully electronic general meeting.
Agenda
- Election of chairman of the general meeting
- Submission of the annual report for adoption
- Decision on appropriation of profit or loss as recorded in the adopted annual report
- Election of board of directors
- Appointment of auditor
- Proposals from the board of directors
- Authorisation to the board of directors re. capital increase without pre-emption rights
- Authorisation to the board of directors re. capital increase with pre-emption rights
- Proposal from the board of directors to issue warrants without pre-emption rights to the members of management and board of directors
- Any other business
The chairman of the board of directors, Peter Søndergaard Jensen, welcomed everyone and declared that the board of directors had proposed that attorney-at-law Ulrich Hejle was elected chairman of the meeting.
The chairman of the meeting thanked for the nomination and declared that no objections had been raised against the proposal, for which reason the chairman of the meeting regarded the proposal as adopted.
The chairman of the meeting declared that the general meeting had been convened in accordance with the rules in the Danish Companies Act, the Company's articles of association and the rules for companies listed on Nasdaq First North Growth Market Denmark. The chairman of the meeting then established that the general meeting was duly convened and quorate with regard to the agenda in the notice to convene the general meeting.
At the general meeting, a share capital of nominal DKK 389,124 and 3,891,252 votes were represented, corresponding to appx 41% of the total share capital of nominal DKK 954,053,90 and the total number of votes of 9,540,539. The following votes were cast in advance:
433,325 votes by proxy to the board of directors, and 3,457,827 postal votes.
Resolutions of the 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. Submission of the annual report for adoption
The board of directors had proposed that the audited Annual Report for 2021 be adopted.
The Annual Report for 2021 was adopted by the general meeting.
Re 3. Decision on appropriation of profit or loss as recorded in the adopted annual report
The board of directors had proposed that the proposal for appropriation of the result according to the presented audited annual report be adopted.
The proposal was adopted by the general meeting.
Re 4. Election of board of directors
The board of directors had proposed to re-elect the following board members:
- Peter Søndergaard Jensen, chairman
- Thorey G. Gudmundsdottir
- Bjarni Snæbjörn Jonsson
- Jacob Tackmann Thomsen
- Flemming Sylvang Videriksen
No other candidates were stated.
The proposed candidates were re-elected by the general meeting.
Re 5. Appointment of auditor
The board of directors had proposed that Deloitte Statsautoriseret Revisionspartnerselskab be re-elected.
Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as the Company’s auditor.
Re 6. Proposals from the board of directors
The general meeting took a position on the following proposals from the board of directorsBoard of directors:
Re 6a. Authorisation to the board of directors re. capital increase without pre-emption rights
The board of directors had proposed that article 4.2 was replaced with a new authorisation to the board of directors to raise the Company’s share capital 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 general meeting under section 155 of the Danish Companies Act.
Subject to the proposal, new article 4.2 will be worded as follows:
| Bestyrelsen er bemyndiget indtil den 24. maj 2027 at træffe beslutninger om at forhøje aktiekapitalen ad en eller flere gange med indtil nominelt 200.000 kr. fordelt på 2.000.000 aktier á nominelt kr. 0,10 til markedskurs uden fortegningsret for eksisterende aktionærer. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. | The Board of Directors is until 24 May 2027 authorized to increase the share capital in one or more stages by up to nominally DKK 200,000 divided into 2,000,000 shares of nominally DKK 0.10 each at market value without pre-emption rights for the existing shareholders. Capital increases shall be settled by cash payment, contribution in kind or debt conversion. | |
The board of directors had proposed that the new shares issued pursuant to the authorization should be subject to the terms in existing article 4.6, e.g., the new shares shall:
- be subject to the same rules as the existing shares of the Company
- be registered in the name of the holder in the Company's register of shareholders
- be negotiable instruments
- be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares.
The proposal was adopted by the general meeting.
Re 6b. Authorisation to the board of directors re. capital increase with pre-emption rights
The board of directors had proposed delete the existing authorisation to conduct capital increases with pre-emption rights for existing shareholders in article 4.3 and insert a new authorisation to the board of directors to raise the Company’s share capital by up to nominally DKK 200,000 with existing shareholders having pre-emption rights for a period of 5 years from the date of the general meeting under section 155 of the Danish Companies Act. Subject to the proposal, capital increases with pre-emption rights for existing shareholders must be executed at or below market value.
Subject to the proposal, new article 4.3 will be worded as follows:
| Bestyrelsen er bemyndiget indtil den 24. maj 2027 at træffe beslutninger om at forhøje aktiekapitalen ad en eller flere gange med indtil nominelt 200.000 kr. fordelt på 2.000.000 aktier á nominelt kr. 0,10 til favørkurs eller markedskurs med fortegningsret for eksisterende aktionærer. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. | The Board of Directors is until 24 May 2027 authorized to increase the share capital in one or more stages by up to nominally DKK 200,000 divided into 2,000,000 shares of nominally DKK 0.10 each at or below market value with pre-emption rights for the existing shareholders. Capital increases shall be settled by cash payment, contribution in kind or debt conversion. |
The board of directors had proposed that the new shares issued pursuant to the authorization should be subject to the terms in existing article 4.6, e.g., the new shares shall:
- be subject to the same rules as the existing shares of the Company
- be registered in the name of the holder in the Company's register of shareholders
- be negotiable instruments
- be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares.
Furthermore, the board of directors had proposed that the new authorizations in articles 4.2 and 4.3 should be capped for an aggregated amount of nominally DKK 200,000 corresponding to 2,000,000 shares of nominally DKK 0,10 per share by inserting the following in new article 4.3.1:
| Bestyrelsen kan maksimalt udnytte bemyndigelserne i pkt. 4.2 og 4.3 ovenfor til at forhøje aktiekapitalen med samlet nominelt 200.000 kr. | The Board of Directors cannot resolve to increase the share capital pursuant to the authorizations in articles 4.2 and 4.3 above with a total amount greater than nominally DKK 200,000. |
The proposal was adopted by the general meeting.
Re 6c. Proposal from the board of directors to issue warrants without pre-emption rights to members of management and board of directors
The board of directors had proposed that the general meeting approved a resolution to issue warrants to the board of directors and members of C-level management of the Company or the Company’s subsidiaries subject to the following terms:
The warrants will be issued to the board of directors of the Company and the C-level management in the Company or the Company’s subsidiaries consisting of the Chief Executive Officer (CEO), Chief Strategy Officer (CSO), Chief Marketing Officer (CMO), Chief Technology Officer (CTO), Chief Operating Officer (COO) and Chief Administrative Officer (CAO).
For members of management, the warrants will vest as follows: the first portion of the warrants vest on the date of the annual general meeting in 2022, the second portion of the warrants vest on the date of the annual general meeting in 2023, and the third and last portion of the warrants vest on the date of the annual general meeting in 2024. The specific vesting terms in relation to the number of warrants (depending on the date of employment) will be further described in an annex to the articles of association. The warrants to the board of directors will vest at the date of the annual general meeting, e.g. the 24 May 2022.
The board of directors had proposed that the warrants were issued directly at the general meeting and that a new section 5 with the title “Warrants” is inserted in the articles of association to effect the issuance of warrants. The article 5.1 in the new section will be worded as follows:
| Generalforsamlingen har den 24. maj 2022 truffet beslutning om at udstede 142.500 aktietegningsoptioner (warrants) til ledelsesmedlemmer og medlemmer af bestyrelsen i Selskabet og Selskabets datterselskaber. Én warrant giver indehaveren ret til at tegne én aktie a nominelt 0,10 kr. Generalforsamlingen har samtidig truffet beslutning om den til aktietegningsoptionerne tilhørende kontante kapitalforhøjelse på op til nominelt 14.250 kr. i Selskabet. De nærmere vilkår for aktietegningsoptionerne og den tilhørende kontante kapitalforhøjelse fremgår af bilag 5 og bilag 6 til vedtægterne. | On the Company’s general meeting on 24 May 2022 a decision was made to issue 142,500 warrants to members of management and the board of directors in the Company or the Company’s subsidiaries. One warrant gives the holder the right to subscribe for one share of nominally DKK 0,10. The general meeting has also adopted the capital increase of up to nominally DKK 14,250 by cash payment associated with the warrants. The terms for the warrants are further described in annex 5 and annex 6 to the articles of association. |
The proposal was adopted by the general meeting.
The warrants were subscribed for by members of the board of directors in the Company and members of C-level management in the Company or the Company’s subsidiaries directly at the annual general meeting.
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The general meeting authorized the chairman of the meeting Ulrich Hejle (with a right of substitution) on behalf of the Company to apply the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
The annual general meeting was adjourned at 15:25 CEST.
As chairman of the meeting:
_________________________
Ulrich Hejle
Attorney-at-law