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MINUTES OF EXTRAORDINARY GENERAL MEETING

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On 7 October 2022, 9 am, an

EXTRAORDINARY GENERAL MEETING

of


LED iBond International A/S

CVR-no. 36041609

(the “Company”)

was held with the following

Agenda

  1. Authorisation of the Board of Directors to increase the share capital (cash)
  2. Authorisation of the Board of Directors to issue warrants
  3. Amendment of the Articles of Association
  4. Authorisation

The general meeting was held with physical attendance at the Company’s address Agern Allé 5A, 2970 Hørsholm.

In accordance with section 5.6 of the articles of association, the Board of Directors had appointed attorney-at-law Peter Mollerup as chairperson of the general meeting.

Chairman of the Board, Michael Brag, welcomed the general meeting and then gave the floor to the chairperson of the meeting, who thanked for the appointment and stated the following:

  • The general meeting was convened in time on 15 September 2022.
  • The Company's share capital amounts to DKK 793,241.25 divided into shares of DKK 0.05, each of which giving one vote corresponding to a total of 15,864,825 votes.
  • Shareholders representing nominally DKK 194,682.40 of the Company's share capital and 3,893,648.00 votes – corresponding to 24.54% of the share capital and votes – were represented at the general meeting.
  • The chairperson stated that the general meeting was lawful and able to decide on the items on the agenda and asked the participants of the general meeting to submit any comments thereon. No comments were received.

Re 1.     Authorisation of the Board of Directors to increase the share capital (cash)

The chairperson reviewed the proposal to authorise the Company's Board of Directors to increase the Company's share capital one or more times against cash payment, cf. section 155 (1) of the Companies Act.

The following was proposed to apply to the authorization, cf. section 155 (3), cf. section 158 of the Companies Act:

    1.    The capital increase takes place by in-cash contribution.
    2.    The authorization is valid until 7 October 2027.
    3.    The share capital can be increased by a minimum of nominally DKK 375,000 by payment of DKK 6,000,000 and a maximum of nominally 793,241.25 by payment of DKK 12,691,860.
    4.    The price per share of DKK 0.05 is DKK 0.80.
    5.    No partial payment can be made.
    6.    New shares shall belong to the same class as existing shares.
    7.    Existing shareholders shall have pre-emptive subscription rights.
    8.    There shall be no restriction on the pre-emptive right attached to the new shares in future capital increases.
    9.    There shall be no restrictions on the negotiability of the new shares.
    10.    The new shares must be negotiable instruments and be registered by name.

There was an opportunity to ask questions, after which the proposal was put to the vote.

The proposal was adopted by nominally DKK 194,667.40 og 3,893,348 votes representing 99.99% of the votes cast and 99.99% of the capital represented. Nominally DKK 15 and 300 votes representing 0.01% of the votes and represented share capital voted against.

Re 2.     Authorisation of the Board of Directors to issue warrants

The chairperson reviewed the proposal to authorise the Company's Board of Directors to issue warrants in accordance with section 155(2) of the Companies Act, cf. section 169, and to implement the capital increases required in connection with the exercise of warrants.

The following shall apply to the authorisation:

  1.    The Board of Directors may grant warrants to employees, management and the Board of Directors of the Company and of the Company's subsidiaries for the subscription of up to DKK 3,172,980 shares of DKK 0.05 each in the Company.
  2.    The Board of Directors is at the same time authorised to implement the capital increases required by the exercise of warrants up to a total nominal amount of DKK  158,649.
  3.    Capital increases upon exercise of warrants may only be completed by payment in cash.
  4.    The authorization is valid until 7 October 2027.
  5.    The following shall apply to capital increases:
    1. no partial payment may be made,
    2. new shares must belong to the same class as other shares,
    3. the right of pre-emption of the shareholders shall be waived upon exercise of warrants,
    4. there shall be no restrictions on the transferability of the new shares,
    5. the new shares must be negotiable instruments registered by name.

There was an opportunity to ask questions, after which the proposal was put to the vote.

The proposal was adopted by nominally DKK 194,667.40 og 3,893,348 votes representing 99.99% of the votes cast and 99.99% of the capital represented. Nominally DKK 15 and 300 votes representing 0.01% of the votes and represented share capital voted against.

Re 3.     Amendment of the Articles of Association

The chairperson reviewed the proposal to adopt new Articles of Association to:

  • implement the proposals under item 1 and item 2;
  • to delete an obsolete authorisation to issue warrants (previous section 3.2) and the corresponding appendix 1; and
  • renumber appendix 2 to appendix 1

cf. the enclosed draft updated Articles of Association with appendix 1.

There was an opportunity to ask questions, after which the proposal was put to the vote.

The proposal was adopted by nominally DKK 194,667.40 og 3,893,348 votes representing 99.99% of the votes cast and 99.99% of the capital represented. Nominally DKK 15 and 300 votes representing 0.01% of the votes and represented share capital voted against.

Re 4.     Authorisation

The board had proposed to authorize the chairperson with right of substitution to apply for registration of adopted proposals with the Danish Business Authority.

There was an opportunity to ask questions, after which the proposal was put to the vote.

The proposal was adopted by nominally DKK 194,667.40 og 3,893,348 votes representing 99.99% of the votes cast and 99.99% of the capital represented. Nominally DKK 15 and 300 votes representing 0.01% of the votes and represented share capital voted against.

***

As the agenda was then exhausted, the chairperson thanked the shareholders for their participation and adjourned the general meeting.

The chairman of the Board thanked the chairperson and the shareholders present and represented.

As chairperson

_________________________

Peter Mollerup

Further Information

Martin Løbel, CEO
Mobile: +45 2722 6237
Email: mlo@ledibond.com

Company contact
LED iBond International A/S
Agern Allé 5A
2970 Hørsholm
Denmark

CVR 36041609

+45 7070 7855
info@ledibond.com
www.ledibond.com

Certified advisor

Västra Hamnen Corporate Finance
Jungmansgatan 12
211 19 Malmö
Sweden

Telephone: +46 40 200 250
Email: ca@vhcorp.se

About LED iBond International A/S

Founded in 2014, LED iBond International offers innovative solutions for integrating light and data, based on the company’s deep knowledge of modern LED technology and many years of development. The patented technology includes the lightest and thinnest LED basis available, offering a unique value proposition combining total design flexibility, and low total costs of ownership. LED iBond’s technology has been deployed in many projects, ranging from intelligent shelf lighting to large-scale outdoor and indoor illumination projects such as the installation of 3.2 kilometres of TRACY®, the company’s innovative flagship product, at DTU, the Technical University of Denmark. 

Due to the superior form factor and cooling properties of the technology platform, LED iBond is focusing on three key business lines: Smart Building, Vertical Farming, and UV Disinfection, all projected to show significant growth in the years to come.

LED iBond International A/S is admitted to trading on Nasdaq First North Growth Market Denmark (ticker: LEDIBOND).

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