Results of the Extraordinary General Meeting of Nustay A/S
Today, on December 20, 2019, an Extraordinary General Meeting was held of Nustay A/S. Below follows a summary of the resolutions made. All resolutions were made with the required majority.
Chantal Pernille Patel was elected the chairman of the general meeting.
Item 1: Election of members to the board of directors
The general meeting decided to elect Christian Strøjer and Mathias Lundø Nielsen to the board of directors.
Item 2: Authorisations to the board of directors to increase the share capital of the Company
The board of directors had proposed a number of resolutions to the shareholders at the extraordinary general meeting
increasing the board of directors’ current authorisations to issue shares or convertible debt instruments. The
proposals were motivated by the need to create further flexibility for the board of directors for raising additional capital
of approx. DKK 35 million to repay the Company’s outstanding debt, rebuild the cash-buffer and finance further
growth.
Item 2.a: Authorisation to the board of directors to increase the share capital at market price with pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.1 to the board of directors to increase the Company’s share capital at market price in one or more issues of new shares with pre-emption rights for the Company’s existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution.
Item 2.b: Authorisation to the board of directors to increase the share capital at market price without pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.2 to the board of directors to increase the Company’s share capital at market price in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution or conversion of debt.
Item 2.c: Authorisation to the board of directors to issue convertible debt instruments at market price without pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.3 to the board of directors to issue convertible debt instruments in one or more issues which may be converted in to share capital of up to a total nominal value of DKK 728,826.60 from previously DKK 145,765.32. The subscription shall take place without pre-emption rights for the existing shareholders. Further, the subscription and conversion price shall be determined by the board of directors as the market price at the time of conversion or as a price equal to or above market price at the time of the decision to issue the convertible debt instruments.
Item 2.d: Authorisation to the board of directors to increase the share capital at a rate discounted to the market price with pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.4 to the board of directors to increase the Company’s share capital at a rate discounted to the market price in one or more issues of new shares with pre-emption rights for the Company’s existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution.
Item 2.e: Authorisation to the board of directors to increase the share capital at a rate discounted to the market price without pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.5 to the board of directors to increase the Company’s share capital at a rate discounted to the market price in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to nominally DKK 728,826.60 from previously DKK 145,765.32. The capital increase shall take place by way of cash contribution or conversion of debt.
Item 2.f: Authorisation to the board of directors to issue convertible debt instruments at a rate discounted to the market price without pre-emption rights for existing shareholders
The general meeting decided to increase the authorisation in article 4.6 to the board of directors to issue convertible debt instruments in one or more issues which may be converted in to share capital of up to a total nominal value of DKK 728,826.60 from previously DKK 145,765.32. The subscription shall take place without pre-emption rights for the existing shareholders. Further, the subscription and conversion price may be determined by the board of directors as a rate discounted to the market price at the time of conversion or as a price at a rate discounted to the market price at the time of the decision to issue the convertible debt instruments.
Re items 2.a – 1.f: Proposed amendments to the articles of association
The general meeting decided that the board of directors’ authorisations in item 4 of the articles of associations cannot in total exceed nominally DKK 728,826.60 corresponding to 100 % of the Company’s registered share capital at the time of the extraordinary general meeting which was included in article 4.7.
Copenhagen, December 20, 2019
Nustay A/S
The Board of Directors
For further information about Nustay A/S, please contact:
Mathias Lundoe Nielsen, Founder & CEO, Nustay A/S
Telephone: +45 22 91 94 99
E-mail: mln@nustay.com
Website: www.nustay.com
About Nustay
Nustay is a Danish online hotel booking company established in 2014. The company has developed an innovative booking platform offering the lowest possible hotel prices while also enhancing customer’s booking experience. Nustay has set out an ambitious vision to become the global leader within the online hotel booking industry, and is confident its large hotel room inventory, novel pricing strategy, and transparent booking process, will achieve that goal.