Shape Robotics calls for Annual General Meeting on 27 April 2021
Company Announcement No. 23-2021
Copenhagen, March 24, 2021
A danish version of this announcement is available at the Company’s website – En dansk version af denne meddelelse er tilgængelig på Selskabets hjemmeside.
An ordinary general meeting in Shape Robotics A/S on 27 April 2021 at 1 PM (CET) is hereby convened.
In accordance with Article 5.5 of the Articles of Association, notice is hereby given of the Annual General
Meeting of Shape Robotics A/S (the "Company") to be held on Tuesday 27. April 2021 at 1pm (CET) at the Company’s address; Rugmarken 18, 3520 Farum.
The company notes that there will be special circumstances associated with the Annual General Meeting due to the current pandemic situation.
To minimize the risk of infection with coronavirus, and as a result of the Danish authorities' recommendations and restrictions related to assemblies at the time of convening, Shape Robotics A/S encourages shareholders not to appear in person at the general meeting, but instead votes by proxy or postal vote.
Due to the circumstances, the company will transmit the Annual General Meeting via an electronic solution. If shareholders wish to participate in the electronic transmission of the general meeting, please request access via email to ir@shaperobotics.com no later than Friday 23. April 2021.
It will not be possible for shareholders to vote electronically via the transmission, which must instead be done by proxy or postal vote prior to the Annual General Meeting. Any shareholder who is entitled to attend the general meeting and who wishes to attend the general meeting must no later than Friday 23. April 2021 request an admission card to the general meeting by e-mail to ir@shaperobotics.com.
The agenda for the Annual General Meeting will be as follows:
- Appointment of the Chairman of the Meeting
- The Board of Directors' report on the Company's activities in the past financial year
- Submission of the audited annual report for adoption
- Decision on the allocation of profits or balancing of losses according to the adopted annual report
- Election of Board of Directors
- Election of auditor
- Approval of the board members’ fee for the current accounting year
- Any proposals from the Board, the auditor or the shareholders
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All proposals on the Agenda that require voting can be adopted by simple majority.
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A shareholder's right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, are determined in accordance with the number of shares held by such shareholder on Tuesday 20. April 2021 at 23.59 (the record date), cf. Article 7.1 of the Articles of Association. The shares held by each shareholder is determined at the record date based on the shareholdings registered in the register of shareholders (VP) and in accordance with any notices on shareholding received, but not yet registered, by the Company in the register of shareholders.
Shareholders who elect to vote by letter or by proxy to the Board of Directors must send their postal vote or power of attorney to the company no later than Monday 26. April at 23.59 by sending a scanned version of the form by to ir@shaperobotics.com.
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The agenda and the complete proposals as well as the audited report are available at the Company’s website.
https://www.shaperobotics.com/investors-media/
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The Company's share capital and the vote each share carries follows from section 3 in The Articles of Association.
https://www.shaperobotics.com/investors-media/
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The complete proposals are furthermore attached to this convening notice.
Yours truly
On behalf of the Board of Directors
Lars Nyengaard
Chairman
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Complete Motions
- The Board of Directors' complete proposal pursuant to item a on the Agenda (‘Appointment of Chairman of the Meeting’).
The Board of Directors proposes that Mattias Vilhelm Warnøe Nielsen is appointed as chairman of the meeting
- The Board of Directors' complete proposal pursuant to item b on the Agenda (’The Board of Directors' report on the Company's activities in the past financial year’)
The report on the Company's activities is given by the Chairman of the Board Lars Nyengaard. Further reference is made to the Annual Report.
- The Board of Directors' complete proposal pursuant to item c on the Agenda (’Submission of the audited annual report for adoption’).
The Annual Report is presented by Chief Executive Officer David Johan Christensen and Chief Financial Officer André Fehrn for adoption.
- The Board of Directors' complete proposal pursuant to item d on the Agenda (’Decision on the allocation of profits or balancing of losses according to the adopted annual report’).
The Board of Directors proposes that the yearly result is distributed as proposed in the Annual Report. The yearly result was a deficit of T.DKK 12.728. Reference is made to the Annual Report.
- The Board of Directors' complete proposal pursuant to item e on the Agenda (’Election of Board of Directors’).
The Board of Directors proposes that the current Board of Directors is reelected except Thomas Gjørup. The Board of Directors Proposes that Merete Riisager are elected to the Board of Directors.
It is therefore proposed to elect the following persons to the Board of Directors:
- Lars Nyengaard
- Michael Frank
- Kasper Støy
- Moises Pacheco
- Merete Riisager
The proposed Board of Directors’ are described in appendix 1.
- The Board of Directors' complete proposal pursuant to item f on the Agenda (’Election of auditor’)
The Board of Directors proposes to reelect PwC (Odense) as the Company's auditor.
- The Board of Directors' complete proposal pursuant to item g on the Agenda (’Approval of the board members’ fee for the current accounting year’)
The Board of Directors proposes DKK 160.000 as the board members’ fee for the current accounting year. The Board of Directors will distribute the amount between its members.
- Any proposals from the Board, the auditor or the shareholders
No further proposals have been made.
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About Shape Robotics A/S
Shape Robotics is a Danish robotics company with a strong position in the global educational technology (”EdTech”) market. The Company has developed Fable, a unique modular robot that makes it easy and fun for students to build and program their own robots. Since the launch of Fable in 2017 thousands of robots have been sold and shipped to schools around the world.
Shape Robotics helps educational institutions provide excellent teaching that will prepare students for a fast-changing future where digital technologies, artificial intelligence, and automation are transforming life and work. Fable is a modular robot that students can build in seconds. The robot system is robust, can withstand everyday usage in classrooms and can be used to solve demanding tasks. Students code Fable depending on their experience - from simple block programming to coding in the advanced Python language. Comprehensive teaching materials have been developed in collaboration with professional educators. Therefore, Shape Robotics provides complete teaching solutions for educational institutions from the 3rd grade to high-school and vocational schools.
In 2020 Shape Robotics launched a new telepresence robotics system called Fable Connect. The system enables schools to get homebound students back in the classroom using the robot as a communication device. The product broadens the company’s offering and has been well received by the Danish Schools. Hundreds of Fable Connect robots are now being used at schools and hospitals, mainly by children with long-term health issues. The market for Fable Connect is expected to grow and become an important product for the company in the years to come.
Further Information
David Johan Christensen, CEO Shape Robotics A/S
Tel. (+45) 2685 0903
Email: david@shaperobotics.com
Investor relations
André Fehrn, CFO Shape Robotics A/S
Tlf. (+45) 2444 8556
Email: ir@shaperobotics.com
Rugmarken 18, 3520 Farum, Denmark
CVR-nr. 38322656
www.shaperobotics.com
Certified advisor contact
Västra Hamnen Corporate Finance AB
Christer Nilsson
Tel. (+46) 733 968 404
Email: ca@vhcorp.se
Jungmansgatan 12, 211 11 Malmö, Sweden
Bredgade 30, 1260 Copenhagen, Denmark