Today, on March 16th, 2020, an extraordinary general meeting (“EGM”) of STENOCARE A/S (“STENOCARE” or “the Company”) was held. Below follows a summary of the resolutions made. All resolutions were made with the required majority.
The EGM decided that the Board of Directors is in the period until 31 December 2024 authorized to carry out one or more capital increases whereby an aggregate amount of up to DKK 50,000,000 are contributed to the Company by cash payment, conversion of debt and/or by payment in other values than cash. The latter option may be suitable in acquisitions.
The authorization is given in addition to the existing authorization in accordance with the Company’s articles of association clause 5.1. The capital increase is made without pre-emption rights for the shareholders. The subscription shall be at the market price determined by the Board of Directors.
The decision implies that the new shares must be negotiable instruments and registered by name. There should be no restrictions on the transferability of the new shares. There should be no restrictions on the new shareholders' pre-emption rights in the event of future increases of the share capital. No new shareholder shall be obliged to redeem its shares. The new shares shall belong to the same share class and have the same rights in the Company as the existing shares.
The new shares shall be paid in full (conversion of debt, cash payment and/or by payment in other values than cash).
The rights of the new shares arise from the date when the shares have been paid (by conversion of debt, cash payment and/or by payment in other values than cash).
As a result of the authorization the Board of Directors can make the changes to the Company's articles of association, which is a necessary consequence of the capital increases made, including deleting this authorization from the articles of association when the authorization has been fully exercised or when the deadline has expired.
The EGM decided that General Meetings can be held at the Company’s registered office or in Greater Copenhagen.
The EGM decided that the Company’s Board of Directors is authorized to grant the Company’s CFO, at any time, options which gives the person the right to receive from the Company up to 34,000 shares of DKK 0.08 on terms determined by the Board of Directors. The terms shall also be decided on in the employment contract entered into with the Company’s CFO, see the Danish lov om aktieoptioner etc.
The authorization is given for the period until and including 28 February 2025.
The EGM decided that the Company’s name is spelled with capital letters (STENOCARE) which is in accordance with the Company’s practice. The name in capital letters must be stated in the articles of association that are notified to the Danish Business Authority (in Danish Erhvervsstyrelsen).
The Company communicates in English. However, wishes to have the opportunity to communicate in Danish when needed. This extra option was decided by the EGM.
Item 7 and 8
The EGM decided to authorize the Board of Directors to list or co-list on other stock markets when and how the Board of Directors decide for a change. The authorization means that the Company’s Board of Directors may list or co-list the Company on a stock market selected by the Board of Directors. The Company is currently listed on the Spotlight Stock Market.
As the terms may vary in the various stock markets, the Board of Directors is also authorized to amend the articles of association if it is considered necessary.
The EGM decided to adopt and update the Articles of Association accordingly for item 2-8.