Risk Intelligence A/S Annual General Meeting 2021
Risk Intelligence A/S (“Risk Intelligence”) hereby calls in for the Annual General Meeting.
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To the shareholders of |
| Risk Intelligence A/S |
| NOTICE |
| of annual general meeting of |
| Risk Intelligence A/SCVR no. 27 47 56 71 |
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With reference to clause 5 of the Articles of Association of Risk Intelligence A/S (CVR-no. 27 47 56 71) and the Danish Companies Act, section 94, you are informed that an annual general meeting is held |
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Friday, 16th April 2021, at 10 a.m. |
| Due to the Covid-19 pandemic the Board of Directors has decided to hold the annual general meeting as an electronic via the online provider Zoom general meeting without the possibility of physical attendance in accordance with section 1 of the Danish Executive Order no. 2240 of 29 December 2020, which due to the pandemic allows companies to conduct fully electronic general meetings regardless of the company’s Articles of Association not including authorization to hold fully electronic general meetings. |
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Participation in the shareholders’ meeting requires that a request for participation is submitted no later than 13 April 2021, at 23:59, by registration and information of the shareholder’s email address at the following link: |
| The agenda will be as follows: |
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| Comments to the items on the agenda |
Re item no. 1 on the agenda:The board of directors proposes that Sune Westrup, attorney-at-law, be elected as chairman of the meeting. |
Re item no. 2 on the agenda: |
Re item no. 3 on the agenda: The company’s board of directors proposes that the audited annual report 2020 is adapted.The company’s audited annual report 2020 is enclosed as appendix 1. |
Re item no. 4 on the agenda: The board of directors will suggest that the result of 2020 is carried forward to next year. |
Re item no. 5 on the agenda: The board of directors proposes to adopt a new clause in the company’s Articles of Association in which the general meeting will authorise the company’s board of directors to issue up to 1,500,000 warrants, where each warrant offers the right to subscribe for one share of nominally DKK 0.10, equal to nominally DKK 150,000 shares in total. The exercise price for the warrants will be determined as the volume weighted average price (VWAP) for a period of 10 trading days prior to the time of allotment and deducted 15%. The authorisation shall apply in a period of 5 years from the 1 April 2021 to 1 April 2026.The authorisation will be adopted as new clauses 3.8 – 3.8.3 in the Articles of Association, and the current clauses 3.8 and 3.9 will be renumbered 3.9 and 3.10.The new clauses will have the following wording: 3.8 Until 1 April 2026 the board of directors is authorised once or several times to issue up to a total of 1,500,000 warrants, which offers the right to subscribe for one share of nominally DKK 0.10 in the company and totally up to nominally DKK 150,000 by cash payment to a rate equal to the volume weighted average price (VWAP) for a period of 10 trading days prior to the date of the annual allotment and deducted 15% and moreover on terms determined by the company’s board of directors. 3.8.1 The shareholders of the company do not have pre-emption rights when warrants are issued according to authorisation. 3.8.2 In the period up to and including 1 April 2026, the board of directors is authorised, once or several times, to increase the share capital up to nominally DKK 150,000 in the company by issuing 1,500,000 new shares of DKK 0.10 each. The capital increase must be carried out by simultaneous cash payment of the full subscription amount in connection with utilisation of the warrants. The subscription of shares is carried out through an exemption from the normal pre-emption rights for the shareholders of the company as the pre-emption right lies with the recipients of the warrants. The subscribed shares must be negotiable and registered in the name of the holder and shall be entered in the company's register of shareholders and be subject to the same rights and restrictions as applies to the rest of the company’s shareholders. 3.8.3 As part of the capital increase pursuant to this article 3.8, the board of directors is authorised to amend the articles of association of the company, which are necessary and relevant for carrying through the capital increase, including registering the amendments of the articles of association. Finally it is proposed to update the Articles of Association with the deletion of clauses 3.4 – 3.4.2 and 3.6 – 3.6.3, as the issued warrants are lapsed as unused. |
Re item no. 6 on the agenda: According to clause 6.2 of the Articles of Association, members of the board of directors elected by the general meeting resign each year at the ordinary general meeting but are eligible for re-election. It is proposed to re-elect the current members of the board of directors, being:
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Re item no. 7 on the agenda: It is proposed to re-elect Baker Tilly Denmark as the company’s auditor. |
Re item no. 8 on the agenda: |
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| Share capital and voting rights |
| The company’s share capital is nominally DKK 1,057,743, divided into shares of nominally DKK 0.10.Each share of nominally DKK 0.10 has one vote. |
| Adoption requirements |
| The resolution under item 5 of the agenda proposed by the board of directors requires an adoption of at least 2/3 of the votes cast and of the share capital represented at the ordinary general meeting. All other proposals may be passed with a simple majority of votes. |
| Date of registration, right to attend and right to vote |
| A shareholder’s right to attend the ordinary general meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration. The date of registration is 9 April 2021, at 23:59. The shares held by each shareholder are determined at 23:59 at the date of registration on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received by the company but not yet registered in the share register. |
| Proxy/postal vote |
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Shareholders prevented from attending the ordinary general meeting may either vote by proxy to the board of directors or a named third party as proxy representative or by postal voting. Electronic proxy forms may be submitted through the Investor Portal on the company’s website https://investor.riskintelligence.eu/corporate-governance by using NemID or username and password. Physical proxy forms may be submitted by using the registration and proxy form, which can be printed from the company’s website https://investor.riskintelligence.eu/corporate-governance. The duly completed, dated and signed registration and proxy form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Lyngby, Denmark, by email scan to gf@computershare.dk or by fax +45 45 46 09 98. Proxy forms may be submitted for shares held by the shareholder on the date of registration on the basis of the company’s share register as well as any information on shareholdings received but not yet registered in the share register. Proxy forms (electronic or physical) must be received by Computershare A/S no later than 13 April 2021 at 23:59. Postal votes may be submitted electronically through Risk Intelligence A/S’s Investor Portal, which can be accessed from the company’s website – https://investor.riskintelligence.eu/corporate-governance – or on Computershare A/S’s website – www.computershare.dk – until 15 April 2021, at 16:00. Postal votes may moreover be submitted in writing by use of postal voting forms, which can be assessed on the company’s website – https://investor.riskintelligence.eu/corporate-governance. Signed postal vote forms must be sent to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby or by e-mail GF@computershare.dk and must be received no later than 15 April 2021, at 16:00. A submitted postal vote cannot be revoked. Personal inquiries to Computershare A/S may take place weekdays from 09:00 – 15:30. |
Agenda, language, etc. |
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Agenda and complete proposals are included and enclosed this notice. On the company’s website – https://investor.riskintelligence.eu/corporate-governance – more information regarding the ordinary general meeting, the total number of shares and voting rights on the date of this notice, proxy forms and postal voting forms as well as proposal for revised articles of association are available. This agenda is published on the company’s website – https://investor.riskintelligence.eu/corporate-governance – and forwarded in writing (through electronic communication) to shareholders registered in the company’s register of shareholder who have requested this. Risk Intelligence A/S is responsible for handling personal data and in such capacity responsible for the correct handling of the shareholders’ personal data in accordance with the applicable rules. Reference is made to the company’s policy regarding personal data available on https://riskintelligence.eu/privacy-notice. The ordinary general meeting will be conducted in English. |
Questions |
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At the general meeting, the board of directors and the management will answer questions from the shareholders on matters of relevance for assessing the annual report, the position of the company and other questions on the agenda. Questions may be submitted in writing until 12 April 2021 at 12:00 to Risk Intelligence A/S, Strandvejen 100, 2900 Hellerup, Denmark attn.: CFO Jens Krøis, or via e-mail to jkr@riskintelligence.eu. Questions can be asked both in Danish and English. Such questions will be answered in English and may also be answered in Danish if requested by the shareholder. |
Copenhagen, 25 March 2021
On behalf of the board of directors
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Hans Tino Hansen
For further information about Risk Intelligence, please contact:
Hans Tino Hansen, CEO
Jens Krøis, CFO
Telephone: +45 7026 6230
E-mail: investor@riskintelligence.eu
Website and social media:
Website: investor.riskintelligence.eu
Twitter: twitter.com/riskstaff
LinkedIn: linkedin.com/company/risk-intelligence
Facebook: facebook.com/riskstaff
Risk Intelligence A/S was founded in 2001 by Hans Tino Hansen. The company has evolved to become a prominent company in security risk management by delivering threat and risk assessments worldwide. Risk Intelligence operates and assists customers and partners from headquarters located north of Copenhagen, the office in Singapore as well as through representatives in Europe, Asia and North America. The business model is designed with international scalability in mind and the company is globally regarded as an expert in its field. Risk Intelligence’s core product is the ‘Risk Intelligence System (MaRisk + PortRisk + LandRisk)’, a digital solution that allows clients to monitor global security risks and enables them to plan and implement missions in risk areas. Risk Intelligence is listed on the Spotlight Stock Market [RISK].