Notice of extraordinary general meeting 7 October 2022
Notice is hereby given of an extraordinary general meeting in
LED iBond International A/S
Reg. no. 36041609
(the “Company”)
on 7 October 2022, at 9 o’clock,
to be held with physical attendance at the Company’s address, Agern Allé 5A, 2970 Hørsholm with the following
Agenda
- Authorisation of the Board of Directors to increase the share capital (cash)
- Authorisation of the Board of Directors to issue warrants
- Amendment of the Articles of Association
- Authorisation
In accordance with section 5.6 of the Articles of Association, the Board of Directors will appoint attorney-at-law Peter Mollerup as chairperson of the general meeting.
Re 1. Authorisation of the Board of Directors to increase the share capital (cash)
It is proposed 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 is proposed to apply to the authorization, cf. section 155 (3), cf. section 158 of the Companies Act:
-
- The capital increase takes place by in-cash contribution.
- The authorization is valid until 7 October 2027.
- The share capital can be increased by a minimum of nominally DKK 6,000,000 and a maximum of nominally DKK 12,691,860.
- The price per share of DKK 0.05 is DKK 0.80.
- No partial payment can be made.
- New shares shall belong to the same class as existing shares.
- Existing shareholders shall have pre-emptive subscription rights.
- There shall be no restriction on the pre-emptive right attached to the new shares in future capital increases.
- There shall be no restrictions on the negotiability of the new shares.
- The new shares must be negotiable instruments and be registered by name.
Re 2. Authorisation of the Board of Directors to issue warrants
It is proposed 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:
- 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.
- 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.
- Capital increases upon exercise of warrants may only be completed by payment in cash.
- The authorization is valid until 7 October 2027.
- The following shall apply to capital increases:
- no partial payment may be made,
- new shares must belong to the same class as other shares,
- the right of pre-emption of the shareholders shall be waived upon exercise of warrants,
- there shall be no restrictions on the transferability of the new shares,
- the new shares must be negotiable instruments registered by name.
Re 3. Amendment of the Articles of Association
It is proposed 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.
Re 4. Authorisation
It is proposed to authorize the chairperson with right of substitution to apply for registration of adopted proposals with the Danish Business Authority.
***
Registration
Shareholders who wish to participate in the annual general meeting must request to participate in accordance with the time limit for ordering admission cards in section 7.2 of the Articles of Association Monday 3 October 2022, at 23:59.
A shareholder with the right to attend and vote in accordance with section 7.1 of the Articles of Association is entitled to attend the general meeting when the shareholders has registered no later than Monday 3 October 2022, at 23:59.
Registration can be done via Euronext’s website, www.vp.dk/gf.
A shareholder or a proxy holder may attend the general meeting with an adviser if participation has been requested for the adviser.
Confirmation of registration will be sent via e-mail to the e-mail address provided by the shareholder in connection with registration.
Adoption requirements
Adoption of the proposals under item 1, item 2 and item 3 of the agenda requires the accession of at least 2/3 of both the votes cast and of the voting capital represented at the general meeting, cf. section 7.4 of the Articles of Association and section 106 (1) of the Companies Act. Adoption of item 4 on the agenda requires a simple majority, cf. section 105 of the Companies Act.
The size of the share capital and voting rights
The Company's share capital amounts to nominally DKK 793,241.25 divided into shares of DKK 0.05. Each share of DKK 0.05 gives one vote at the general meeting, cf. section 7.3 of the Articles of Association.
The right to attend and vote at the extraordinary general meeting on 7 October 2022 belongs to shareholders who, on the registration date, Thursday 29 September 2022 (at 23:59), are listed as a shareholder in the register of shareholders, cf. section 7.1 of the Articles of Association.
Additional information
The notice including an overview of the total number of shares and voting rights on the date of the notice and the form to be used for proxy voting, will be available on the Company's website www.ledibond.com (Investors) from 15 September 2022.
15 September 2022
The Board of Directors
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).