Notice to convene Annual General Meeting in Wirtek A/S
Company Announcement no. 3/2023
29 March 2023
Wirtek A/S (CVR-nr. 26042232) convenes the Annual General Meeting to be held completely electronically on Wednesday, 19 April 2023 at 15:00 (CET).
Agenda according to articles of association:
- The board of directors' report on the activities of the company during the past financial year
- Adoption of the annual report
- Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
- Resolution on discharge of the board of directors and executive board
- Appointment of members of the board of directors
- Appointment of auditor
- Resolution to authorize the board of directors to purchase treasury shares
- Any proposals from the board of directors and/or shareholders
- Any other business
Item 2: Adoption of the annual report
The audited annual report for 2022 was published as company announcement no. 2/2023 on 22 March 2023.
Item 3: Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
The board of directors proposes dividend payment of DKK 0.42 per share with a nominal value of DKK 0.15.
Item 5: Appointment of members of the board of directors
The board of directors proposes re-election of Kent Mousten Sørensen and Jens Uggerhøj.
Wirtek’s CEO Michael Aaen steps down from the board of directors.
The board of directors proposes the election of Martin Dommerby Kristiansen as new member of the board. Martin Dommerby Kristiansen has extensive experience with IT outsourcing and IT consulting services at various levels, and his experience will support Wirtek's future organic growth nationally and internationally (see Martin's skills, qualifications, and other executive positions on his LinkedIn profile).
Page 22 of the annual report lists the executive/management functions in other companies for board of directors up for re-election.
Item 6: Appointment of auditor
The board of directors proposes re-election of BDO Statsautoriseret Revisionsselskab as the auditor of Wirtek A/S.
Item 7: Resolution to authorize the board of directors to purchase treasury shares
The board of directors proposes that the Annual General Meeting authorizes the board of directors to acquire treasury shares during the period until next ordinary Annual General Meeting.
It is proposed that the board of directors is authorized to acquire up to 10% of the share capital at a share price within +/- 5% of the official price quoted on Nasdaq Copenhagen A/S.
Majority requirement
All proposed resolutions on the agenda’s items 2 - 7 may be passed by simple majority of votes cast, cf. Companies Act § 105.
Share capital and voting rights
The company’s nominal share capital is DKK 1,119,331.80. Each share of the nominal value of DKK 0.15 carries one vote, cf. article 7.4 of articles of association.
The right of a shareholder to attend and vote at the Annual General Meeting is determined by the shares held by the shareholder in the share register of Wirtek A/S at the registration date, or notification of ownership received by the company for the purpose of registration in the share register, but which has not yet been registered at the registration date. The registration date is Wednesday, 12 April 2023.
Requesting admission
Shareholders who are entitled and wish to attend the Annual General Meeting, must request admission no later than 5 days prior to the Annual General Meeting.
Admission may be requested by either sending an e-mail to ir@wirtek.com or by sending a request to the headquarters of Wirtek A/S. A valid e-mail address must be provided with the request for admission.
Shareholders that have not requested admission will not be allowed to attend the Annual General Meeting.
All shareholders that have requested admission will receive an e-mail with admission details, including a description of technical requirements and a description of how to electronically attend the Annual General Meeting
Submitting a proxy
Shareholders who are entitled to participate in the Annual General Meeting can requisition a proxy form on the company’s homepage https://www.wirtek.com/investor-relations/governance. The proxy can be submitted by filling out, sign and return the proxy form to Wirtek A/S, Niels Jernes Vej 10, 9220 Aalborg, Denmark or by e-mail to ir@wirtek.com.
Proxies must be received by Wirtek A/S no later than 16 April 2023 at 23:59 (CET).
Voting by correspondence
Shareholders who are entitled to participate in the Annual General Meeting, but unable to attend, are also entitled to cast their vote by correspondence. Voting by correspondence cannot be recalled after submission.
The voting form can be requisitioned on the company’s homepage https://www.wirtek.com/investor-relations/governance. The vote by correspondence can be submitted by filling out, sign and return the voting form to Wirtek A/S, Niels Jernes Vej 10, 9220 Aalborg, Denmark or by e-mail to ir@wirtek.com.
Voting by correspondence must be received by Wirtek A/S no later than 16 April 2023 at 23:59 (CET).
Further information
No later than 3 weeks before the Annual General Meeting the following information will be available on the company’s homepage:
- The notice to convene the Annual General Meeting including agenda and proposals from the board of directors.
- Forms for voting by proxy and voting by correspondence.
Aalborg, 29 March 2023
On behalf of the board of directors in Wirtek A/S
Kent Mousten Sørensen
Chairman
Further information
- Kent Mousten Sørensen, Chairman, Wirtek A/S, Phone: +45 2125 9001
- Michael Aaen, CEO, Wirtek A/S, Phone: +45 2529 7575, E-mail: ir@wirtek.com
Niels Jernes Vej 10, 9220 Aalborg, Denmark, www.wirtek.com - Per Vestergaard, Certified Advisor, CDI Global, Phone: +45 2176 4317
About Wirtek
Wirtek is a Danish IT outsourcing company. Since 2001, we have been teaming up with companies to help them create great software solutions and electronic equipment products.
Several clients have been with us for more than 10 years, so we can confidently say that in outsourcing, the quality of the relationship matters just as much as the quality of the delivered software. Our clients get state-of-the-art technical solutions and a committed team that works with them as if it were their own.
Wirtek has offices in Denmark (HQ + sales) and three development and test centres in Romania, and we are approx. 200 colleagues. Wirtek was listed at Nasdaq First North Growth Market Denmark in 2006.
Ticker Code: WIRTEK (DK0060040913)