| The Board of Photocat A/S, Danish CVR No. 32 35 79 03 (the “Company”) hereby calls for an extraordinary general meeting to be held Monday 4 February 2019 at 2:00 PM in the Company’s offices at Langebjerg 4, 4000 Roskilde, Denmark |
Agenda
|
| Complete motions |
| Ad 1. Proposal to authorise the Board on one or more occasions to increase the share capital with up to nominally DKK 2,751,072 shares at market price by payment in cash, conversion of debt or contribution in kind without pre-emption rights for the existing shareholders The background for the Board’s proposal is to make it possible for the Company to raise capital without drawing up a prospectus, and thereby save costs and time for the Company. The Board wishes to use the authorisation to strengthen the Company’s balance sheet, and increase the free cash and working capital, especially to accelerate the Company’s growth strategy with focus on Scandinavia, Germany, Spain and Canada (existing markets). The Board is aware that subscription shall take place at market price. The trading volume of the Company’s shares is modest at present, and especially in connection with a larger fundraising, the Board is of the opinion, that the market price can be below the currently listed share price. It is proposed that the following wording is inserted as a new section 5.3 in the articles: “The Board of Directors is authorised on one or more occasions until 3 February 2024 to increase the share capital with up to nominally DKK 2,751,072 shares at market price by payment in cash, conversion of debt or contribution in kind without pre-emption rights for the existing shareholders and effect the related increases of the Company’s share capital.” With respect to other terms for new shares, the attention is drawn to section 5.3 of the current articles, which will be renumbered to section 5.4 (5.5 if the Board’s second motion is approved. Section 5.3 reads as follows: “All new shares shall be subject to the same rules as the existing shares of the Company. The shares shall be registered in the name of the holder in the Company's register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares” The title of section 5 is proposed changed to “Authorisations” |
| Re 2. Proposal to authorise the Board on one or more occasions to obtain loans, which on market terms determined at the time of obtaining the loans will allow the creditors to convert the loans into shares in the company with up to nominally DKK 2,751,072 shares without pre-emption rights for the existing shareholders |
| The background for the Board’s proposal is to make it possible for the Company to obtain loans that may be converted into shares of the Company as an alternative to issue new shares in accordance with the authorisation proposed under item 1 above. Among other things this will make it possible to let the conversion rate depend on future events. In all events, the conversion rate shall reflect the market price at the time of granting the conversion right. The conversion rate can – and it is very likely that it will – deviate from both the presently listed share price as well as the listed shares price at the time of conversion. It is proposed that the following wording is inserted as a new section 5.3 (5.4 if the Board’s first motion is approved) in the articles: “The Board of Directors is authorised on one or more occasions until 3 February 2024 to obtain loans, which on market terms determined at the time of obtaining the loans will allow the creditors to convert the loans into shares in the company with up to nominally DKK 2,751,072 shares without pre-emption rights for the existing shareholders.” With respect to other terms for new shares, the attention is drawn to section 5.3 of the current articles, which will be renumbered to section 5.4 (5.5 if the Board’s second motion is approved. |
| Re 3. Proposal that the Board’s authorisations according to sections 5.3 and 5.4 of the company’s articles of association may not be used to issue more shares than a total of nominally DKK 2,751,072 new shares |
| The reason for this proposal is that the proposals made under item 1 and 2 shall be considered alternatives, and not allow for a double issue of new shares. The proposal is only relevant if both item 1 and 2 above are approved. It is proposed that the following wording is inserted as a new section 5.6 in the articles: “The Board’s authorisations according to sections 5.3 and 5.4 may not be used to issue more shares than a total of nominally DKK 2,751,072 new shares” |
| Voting requirements for passing resolutions The motions under items 1 and 2 are passed by a qualified majority of votes, cf. section 106 of the Danish Companies Act. The motion under item 3 is passed by a simple majority of votes. |
| Share capital and voting rights At the time of the notice convening the general meeting, the share capital of Photocat A/S is nominally DKK 3,248,928 divided into shares of each DKK 1. At the general meeting, a share amount of DKK 1 carries one vote, see Article 14.1 of the Articles of Association. |
| Admission cards and power of attorney A shareholder’s right to attend and vote at the general meeting is determined on the basis of the number of shares held by the shareholder in question at the date of registration. The date of registration is one week before the general meeting. Attending the general meeting also requires that the shareholder has requested an admission card to the general meeting at least 3 days before the meeting, i.e. Wednesday 30 January 2019 at 23.59. An admission card is issued to a shareholder who is registered in the register of shareholders at the date of registration or to a person from whom, at the date of registration, the Company has received proper notice for the purpose of entry into the register of shareholders. |
| Shareholders holding shares in the Company at the date of registration are entitled to attend and vote at the general meeting. The date of registration is 28 January 2019. The shareholding of a shareholder at the date of registration is determined on the basis of the number of shares held by the shareholder according to the register of shareholders and of notices to the Company concerning shares which have not yet been registered in the register of shareholders but which have been received by the Company before the end of the date of registration (at the end of the day). |
| For attending the general meeting, it is a condition that, at least 3 days prior to the general meeting, the shareholder or his/her attorney has obtained an admission card to him/herself and his/her advisor. Admission cards to the general meeting can be obtained by contacting the Company, Langebjerg 4, DK-4000 Roskilde, photocat@photocat.net, tel +45 7022 5055 until Wednesday 30 January 2019 at 23.59. |
| Shareholders prevented from attending the general meeting may issue a power of attorney to the Board or a named third party. Where a shareholder chooses to attend the general meeting by proxy, the power of attorney must be, signed and returned to the Company, Langebjerg 4, DK-4000 Roskilde, photocat@photocat.net, to the effect that the power of attorney is received by the Company by Thursday 31 January 2019 at 23.59 at the latest. A power of attorney may also, by the same time, be issued by completing the power-of-attorney form via the Company’s website www.photocat.net. |
| Access to information This notice calling for a general meeting with agenda and complete motions will be available for inspection by the shareholders at the Company’s website (www.photocat.net) and at the Company’s offices, Langebjerg 4, DK-4000 Roskilde, tel +45 7022 5055 as from 18 January 2019. |
| Questions from shareholders Shareholders may ask questions in writing to the agenda and any document for the extraordinary general meeting by contacting the Company’s offices, Langebjerg 4, DK-4000 Roskilde or by sending an email to michael@photocat.net. |
Roskilde, 18 January 2019 The Board |
Attachment
