MapsPeople - Notice of extraordinary general meeting
MapsPeople A/S | Notice convening extraordinary general meeting
Company Announcement No. 16-2023
Aalborg, May 11, 2023
Extraordinary general meeting of MapsPeople
The board of directors hereby convenes to an extraordinary general meeting in MapsPeople A/S, to be held on May 26, 2023 at 10:00 AM (CEST) at Accura Advokatpartnerselskab, Alexandriagade 8, 2150 Nordhavn.
Agenda
- Proposal to update the existing authorisation under section 3.2.1. of the company's articles of association to increase the share capital with pre-emptive rights
- Proposal to update the maximum total nominal share capital increase permitted under sections 3.1.2 and 3.2.1 of the company's articles of association, pursuant to section 3.3.1 of the company's articles of association
- Any other business
Item 1 – Proposal to update the existing authorisation to increase the share capital with pre-emptive rights
Pursuant to section 3.2.1 of the company's articles of association, the board of directors may, by resolution, increase the share capital on one or more occasions by way of subscription of new shares of a nominal value of up to DKK 150,000.
In connection with the expected capital raise as described in company announcement no. 15-2023 and in order to ensure full flexibility for the board of directors when establishing the structure for such capital raise, the board of directors proposes that the total nominal value be increased with DKK 150,000 to a total nominal value of DKK 300,000. None of the other terms under the authorisation is to be altered. Consequently, the proposed full wording of section 3.2.1 will be:
| "3.2.1Aktiekapitalen kan ved bestyrelsensbeslutning indtil den 26. april 2026 ad éneller flere gange udvides ved nytegningmed indtil nominelt kr. 300.000. | 3.2.1.Until 26 April 2026, the share capitalmay, by resolution of the board ofdirectors, be increased on one or moreoccasions by way of subscription of newshares of a nominal value of up to DKK300,000. |
| Forhøjelsen kan ske ved kontantindbetaling. | The increase can be made by cashcontribution. |
| Tegningen skal ske med fortegningsretfor de eksisterende aktionærer. | The subscription shall be made withpre-emption rights for the existingshareholders. |
| Bestyrelsen fastsætter tegningskursen. | The board of directors will determine thesubscription price. |
| De nye aktier skal væreomsætningspapirer og skal have sammerettigheder som selskabets eksisterendeaktier. De nye aktier skal noteres pånavn. Der gælder ingen indskrænkningeri de nye aktiers omsættelighed. | The new shares shall be negotiableinstruments and have the same rights asthe company's existing shares. The newshares shall be registered shares. Thereare no restrictions on the negotiability ofthe new shares. |
| Bestyrelsen træffer selv nærmerebeslutning om de øvrige vilkår forkapitalforhøjelsens gennemførelse. | The board of directors will resolve on theother terms for the implementation ofthe capital increase." |
Item 2 – Proposal to update the maximum total nominal share capital increase under sections 3.1.2 and 3.2.1, pursuant to section 3.3.1 of the company's articles of association
Pursuant to section 3.3.1 of the company's articles of association, the total nominal share capital increase which the board of directors may resolve to increase under sections 3.1.2 and 3.2.1 is a total nominal value of DKK 300,000.
As a consequence of the proposal under item 1, the board of directors proposes to increase the maximum total nominal share capital increase under sections 3.1.2 and 3.2.1, pursuant to section 3.3.1 of the company's articles of association, with DKK 150,000 to a total nominal value of DKK 450,000. Consequently, the proposed full wording of section 3.3.1 will be:
| "3.3.1Den nominelle kapitalforhøjelse, sombestyrelsen kan træffe beslutning om imedfør af punkt 3.1.2 og 3.2.1, kansamlet ikke overstige nominelt kr.450.000. | 3.3.1The total nominal capital increase whichthe board of directors may resolve inaccordance with section 3.1.2 and 3.2.1,may not exceed a nominal value of DKK450,000." |
Majority requirements
Adoption of the proposals under items 1 -2 must be passed by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the extraordinary general meeting.
Share capital and voting rights
At the time of issuing of this notice, the Company's share capital amounts to nominally DKK 1,222,076.96 divided into shares of DKK 0.02 each or multiples thereof. Each share of nominally DKK 0.02 holds 1 vote.
Documents available on the company's website
No later than on May 11, 2023 the following material will be made available on the company's website, https://investors.mapspeople.com/governance/General-Meeting/default.aspx:
- The notice convening the extraordinary general meeting
- Information on the total number of shares and voting rights as of the date of the notice (included in this notice)
- The documents to be presented at the extraordinary general meeting
- The agenda and complete proposals (included in this notice), and
- Proxy and postal voting forms
Record date, attendance and voting rights
A shareholder's right to attend and vote at the extraordinary general meeting is determined based on the number of shares that the shareholder is registered for or has notified for registration in the shareholder register on the record date, as specified in section 5.9 of the company's articles of association. The record date is May 19, 2023.
Admission cards
To be able to attend the extraordinary general meeting and exercise their rights, a shareholder must have timely requested an admission card, which must be presented at the entrance to the extraordinary general meeting. The same requirement applies to proxies and any accompanying advisors, who must also be able to present proper identification.
Admission cards (including for proxies and companions) must be ordered no later than on May 22, 2023 at 11:59 PM (CEST), in one of the following ways:
- Electronically via a link on MapsPeople's website
- In writing using the registration form that can be obtained from MapsPeople's website, https://investors.mapspeople.com/governance/General-Meeting/default.aspx - the form is to be filled out and signed and then sent by email to GeneralMeeting@mapspeople.com.
Please note that admission cards will only be sent by email and will not be sent by regular mail. Ordered admission cards will be sent to the email address provided in connection with registration. Admission cards must be printed and brought to the extraordinary general meeting, where ballot papers will be handed out at the entrance in connection with registration of attendance.
Proxy
Shareholders have the option of giving a proxy to the board of directors of MapsPeople to vote on their behalf. Alternatively, shareholders may be represented at the extraordinary general meeting by another proxy.
Proxies may be given in one of the following ways:
- Electronically via a link on MapsPeople's website: https://investors.mapspeople.com/governance/General-Meeting/default.aspx by going to the "Log on to Investor Portal" section and clicking the button. Log in with MitID
- In writing using the proxy form that may be obtained on MapsPeople's website, https://investors.mapspeople.com/governance/General-Meeting/default.aspx. The form is to be filled out, dated, signed, and then sent by email to GeneralMeeting@mapspeople.com.
Proxies must be received by MapsPeople no later than on May 22, 2023 at 11:59 PM (CEST).
Proxies must be able to present admission cards and proper identification at the entrance, as a condition for gaining access and being able to vote at the extraordinary general meeting.
Postal votes
Shareholders also have the option to vote by mail. Postal votes can be given in one of the following ways:
- Electronically via a link on MapsPeople's website: https://investors.mapspeople.com/governance/General-Meeting/default.aspx by going to the "Log on to Investor Portal" section and clicking the button. Log in with NemID/MitID, after which you may vote by mail under the "extraordinary general meeting" tab
- Written using a postal vote form that may be downloaded from MapsPeople's website, https://investors.mapspeople.com/governance/General-Meeting/default.aspx. The form is to be filled out, dated, signed and then sent via email to GeneralMeeting@mapspeople.com.
Shareholders may either vote by proxy (as mentioned above) or postal vote, but not both. Postal votes – unlike proxies – cannot be revoked.
Postal votes must be received by MapsPeople no later than on May 24, 2023 at 10:00 AM (CEST).
Personal data – GDPR
For information on how MapsPeople A/S collects, processes, and protects personal data, reference is made to the company's information sheet on personal data protection in connection with the company's extraordinary General Meeting, which is available on the company's website https://www.mapspeople.com
Questions from shareholders
Shareholders may submit written questions to the company's management prior to the extraordinary general meeting regarding the agenda items or any other matters relating to the company. Questions should be sent via email to GeneralMeeting@mapspeople.com.
The company may choose to answer such questions by making them and the answers available on the company's website, https://investors.mapspeople.com/governance/General-Meeting/default.aspx.
Shareholders may also ask the company's management questions orally during the actual extraordinary general meeting regarding the agenda items or any other matters relating to the company.
Aalborg, May 11, 2023
MapsPeople A/S
The board of directors
FURTHER INFORMATION
MapsPeople A/S
Morten Brøgger, CEO
Mobile (+45) 31 23 48 72
Email mobr@mapspeople.com
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Stockholmsgade 45
2100 Copenhagen Ø
Denmark
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