Minutes of the Annual General Meeting 2024 in DecideAct A/S
DecideAct A/S [ACT]
Company Announcement No. 03-2024:
NASDAQ FIRST NORTH GROWTH MARKET, COPENHAGEN
30 MAY 2024
Wednesday 30 May 2024 at 15:00 CEST, DecideAct A/S (business reg. no. 36077735) (the “Company”) held its annual general meeting at the Company’s office located at Østre Kajgade 3, 3730 Nexø, Bornholm, Denmark with the following agenda:
Agenda
- Election of chairperson 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
- Amendment of section 6.3 in the articles of association regarding deadline for filing the financial report
- Issuance of warrants without pre-emption rights for existing shareholders to members of management and Board of Directors
- Any other business
The chairperson 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 be elected as chairperson of the meeting.
The chairperson of the meeting thanked for the nomination and declared that no objections had been raised against the proposal, so the chairperson regarded the proposal as adopted.
The chairperson 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 chairperson 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 449,361 and 4,493,614 votes were represented, corresponding to approximately 21.87% of the total share capital of nominal DKK 2,054,257.90 and the total number of votes of 20,542,579. The following votes were cast in advance:
625,250 votes by proxy to the Board of Directors, 93,967 votes by proxy to the Board of Directors with specific voting instructions from shareholders and 3,774,397 postal votes.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING:
RE 1. ELECTION OF CHAIRMAN OF THE GENERAL MEETING
Attorney-at-law Ulrich Hejle was proposed as chairperson.
The general meeting unanimously and with all votes appointed attorney-at-law Ulrich Hejle as chairperson 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 2023 be adopted.
The annual report for 2023 was unanimously and with all votes 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 unanimously and with all votes adopted by the general meeting.
RE 4. ELECTION OF BOARD OF DIRECTORS
The Board of Directors had proposed re-election the following board members:
- Peter Søndergaard Jensen
- Henrik Pallisgaard Jensen
- Bjarni Snæbjörn Jonsson
- Jacob Tackmann Thomsen
- Flemming Sylvang Videriksen
No other candidates were stated.
The proposed candidates were all unanimously and with all votes re-elected by the general meeting.
RE 5. APPOINTMENT OF AUDITOR
The Board of Directors had proposed that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab be re-elected.
The proposal was unanimously and with all votes adopted by the general meeting.
RE 6A. PROPOSALS FROM THE BOARD OF DIRECTORS: AMENDMENT OF SECTION 6.3 IN THE ARTICLES OF ASSOCIATION REGARDING DEADLINE FOR FILING THE FINANCIAL REPORT
The Board of Directors proposes an amendment to section 6.3 of the Company’s articles of association, reflecting a change in regulations whereby the deadline for filing the annual financial report with the Danish Business Authority has been extended from 5 to 6 months.
| Selskabets ordinære generalforsamling skal afholdes hvert år så betids, at den reviderede og godkendte årsrapport kan indsendes til Erhvervsstyrelsen, så den er modtaget rettidigt og i overensstemmelse med de til enhver tid gældende frister. | The company’s ordinary general meeting shall be held each year in due time so that the revised and approved annual report can be submitted to the Danish Business Authority, ensuring it is received in due time and in accordance with the applicable deadlines at any given time. |
The proposal was unanimously and with all votes adopted by the general meeting.
RE 6B. ISSUANCE OF WARRANTS WITHOUT PRE-EMPTION RIGHTS FOR EXISTING SHAREHOLDERS TO MEMBERS OF MANAGEMENT AND THE BOARD OF DIRECTORS
The Board of Directors proposes that the general meeting approves a resolution to issue warrants to the Board of Directors of the Company subject to the following terms:
The warrants will be issued to the Board of Directors of the company 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 Technology Officer (CTO), Chief Operating Officer (COO) and Chief Financial Officer (CFO).
The warrants will vest fully at the date of the next Annual General Meeting provided that the members of management or Board of Directors are still being formally engaged with the Company. The exercise price of the warrants is proposed to be the volume-weighted average price (VWAP) based on the 14 trading days preceding the annual general meeting, excluding the day of the general meeting. This has been calculated based on the calculation presented by the chairperson and the final exercise price shall be DKK 3.43.
The Board of Directors proposes that the warrants be issued and subscribed for directly at the general meeting and that a new section 5.3 be inserted in the articles of association to affect the issuance of warrants, which will be worded as follows:
| Generalforsamlingen har den 30. maj 2024truffet beslutning om at udstede 195.000aktietegningsoptioner (warrants) tilledelsesmedlemmer og medlemmer afbestyrelsen i Selskabet og Selskabetsdatterselskaber. Én warrant giver indehaverenret til at tegne én aktie a nominelt 0,10 kr.Generalforsamlingen har samtidig truffetbeslutning om den til aktietegningsoptionernetilhørende kontante kapitalforhøjelse på op tilnominelt 19.500 kr. i Selskabet. De nærmere vilkår for aktietegningsoptionerne og dentilhørende kontante kapitalforhøjelse fremgår af bilag 7 og bilag 8 til vedtægterne. | On the Company’s general meeting on 30 May 2024 a decision was made to issue 195,000 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 hasalso adopted the capital increase of up tonominally DKK 19,500 by cash paymentassociated with the warrants. The terms for the warrants are further described in annex 7 and annex 8 to the articles of association. |
To avoid making the Company's articles of association too lengthy, warrant terms are further described in existing Annex 7 and Annex 8 of the articles of association. The Board of Directors refers to the mark-up version of the articles of association published alongside the notice to convene.
The proposal was unanimously and with all votes adopted by the general meeting.
RE 7. ANY OTHER BUSINESS
The Board of Directors proposed additional changes to the articles of association, including for example changes to section 5.2 and to Annex 7 and Annex 8 to the articles of association. Updated articles of association including annexes in mark-up version were presented to the general meeting.
The proposal unanimously and with all votes was adopted.
***
The general meeting authorized the chairperson of the meeting attorney-at-law 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 or other authorities.
The annual general meeting was adjourned at 15:15 CEST.
As chairperson of the meeting:
_________________________
Ulrich Hejle
Attorney-at-law
Contact Information
Company:
CEO, Flemming Videriksen
+1 (949) 670-9224
E-mail: ir@decideact.net
DecideAct A/S
Østre Kajgade 3, 3730 Nexø, Denmark
Certified Adviser:
Keswick Global AG