Company Announcement No. 6/2019
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MINUTES OF ANNUAL GENERAL MEETING
ERRIA A/S
CVR NO. 15300574
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AGENDA
- Introduction.
- Election of chairman of meeting.
- Report of the board of director on the company's business for 2018.
- Submission of the audited annual report for approval.
- Resolution on the application of profits or covering of losses according to the adopted annual report.
- Resolution on discharge to the board of directors and managers.
- Election of members of the board of directors.
- Appointment of Auditor.
- Authorisation to acquire treasury shares (own shares).
- Proposed resolutions received from the board of directors or shareholders.
- Proposal on authorization of the board of directors valid through April 11, 2024 to increase the capital of the company in one more transactions by 20 percent of the current capital of the company equal to nominally DKK 1,737,270.00 in total during the aforementioned period by way of cash payment or full or partial in-kind contributions. Capital increases are not subject to pre-emption by shareholders and shall be effected on the basis of the market price as determined by the board of directors based on objective criteria in advance by the board of directors of the company. The authorization shall be included as a replacement of the current section 19 in the articles of association of the company.
- Amendments to the articles of association with the modification of section 19.
- Authorization of the chairman of the meeting to file the resolutions with the Danish Business Authority.
- Re-establishment of equity position.
- Any other business.
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Item 1:
On Thursday, April 11, 2019 at 11 A.M. an annual general meeting (hereinafter referred to as the “AGM”) was held in Erria A/S (hereinafter referred to as the “Company”), Company registration number 15300574, at Torvet 21A, DK-4600 Koege.
Item 2:
The Board of Directors appointed Søren Storgaard, DreistStorgaard Advokater A/S, Bag Haverne 32, 4600 Koege as chairman of the AGM. The chairman initiated the AGM by confirming that the notice of the AGM was valid, and that the AGM was able to adopt resolutions.
Item 3:
The Board of Directors recommended that the Chairman take note of the report on Erria A/S’ activities in 2018.
Item 4:
The Board of Directors proposed that the AGM adopt Erria A/S’ Annual Report 2018.
The Annual Report 2018, which had been published on the company’s website www.erria.dk. and had been available to shareholders in printed form from the company since 19th of March 2019, were determined by the AGM to have been duly presented.
Item 5:
The AGM approved the Board of Directors proposal on the application of profits or covering of losses according to the adopted Annual Report 2018.
Item 6:
The AGM approved a resolution to discharge the members of the Board of Directors and the managers from liability for the financial year, in accordance with the recommendation of the auditors.
Item 7:
The AGM approved the Board of Directors proposal on the re-appointment of the members of the Board of Directors. The Board of Directors include:
- Flemming E. Ipsen, Chairman
- Peter Kristian Ellegaard, Deputy Chairman
- Lotte G. Lundberg
- Kristian Svarrer
Item 8:
The Board of Directors proposed re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as external auditors in line with the recommendation of the Board of Directors. The Board of Directors recommendation is free from influence from third parties and no clauses restricting the choice by the general meeting to certain categories or lists of statutory auditors or audit firms have been imposed upon the Board of Directors.
Item 9:
The Board of Directors proposed that it be authorized through April 28, 2020, to direct the Company to purchase treasure shares representing up to 10 per cent of the capital of the Company at a price not to deviate by more than 10 percent of the market price prevailing at the time of the acquisition of such shares.
The proposal was adopted with 100% of the votes, out of 72,8% of the present shareholders.
Item 10:
Item 11:
As announced on October 1, 2018 (company announcement no. 14/2018), the authority granted to the Board of Directors of the Company at a special general meeting held on September 20, 2018 to issue up to 789,668 shares has been fully exhausted. To raise further capital, the Board of Directors proposed authority to issue up to 1,737,270 new shares of the Company equal to 20 percent of the current capital of the Company of DKK 8,686,354.00.
For the authorization of the Board of Directors to increase the share capital it shall apply:
that the authorization is in regard to increase the capital of the Company in one or more transactions by nominally DKK 1,737,270 in total by way of cash payment or full or partial in-kind contributions, equal to 1,737,270 shares each having a nominal value of DKK 1.0,
that the authorization is valid through April 10, 2024,
that the new shares shall be afforded the same rights as those attached for existing shares,
that the new shares shall be negotiable and freely transferable instruments,
that new shares shall state the name of the shareholder and shall be recorded in the shareholders’ register of the Company,
that no limitations shall apply in respect of the transferability of the new shares nor shall any obligation to redeem the new shares apply,
that no particular restrictions or limitations on any pre-emption rights shall apply in connection with any future capital increase in respect of the shares issued pursuant to the new shares,
that the rights attached to the new shares shall be effective upon full payment for the shares and the capital increase has been registered with the Danish Business Authority,
that the right to receive dividends for the new shares shall accrue from the time of registration of the new shares with the Danish Business Authority.
As a result of the proposal the following amendments are proposed included in the articles of association as a new section 19:
“Through April 10, 2024, the board of directors is authorized to increase the capital of the Company in one more transactions by nominally DKK 1,737,270.00 in total by way of cash payment or ful or partial in-kind contributions, equal to 1,737,270 shares each having a nominal value of DKK 1.00.
Any issuance of new shares and related capital increases shall not be subject to any pre-emption rights of any existing shareholders and shall be issued at the market price as determined by the board of directors based on the weighted average of all trades of the Company’s shares during the 20 days preceding the date of issuance. The exact terms for the share issuance shall be determined by the board of directors.
The new shares shall be afforded the same rights as those attached for existing shares. Among other things, the new shares shall be negotiable and freely transferable instruments and recorded in the shareholders register of the Company. No particular obligation to redeem the shares in part or in full apply. The new shares shall have the same rights as any other shares existing as of the time of the conversion. The rights attached to the new shares shall be effective upon full payment for the shares and the capital increase has been registered with the Danish Business Authority.
The board of directors is authorized to effect the required amendments to the articles of association arising from the exercise of this authorization to increase the capital of the Company.”
Majority requirement
Item 11 may only be adopted if shareholders representing at least 2/3 of the total number of votes in the Company are represented at the AGM, and if at least 2/3 of both the votes cast as well as 2/3 of the voting capital represented at the meeting vote in favor of the proposal, cf. section 106 of the Danish Company Act.
The full proposal was adopted with 100% of the votes, out of 72,8%of the present shareholders.
Item 12:
The Board of Directors proposed amendments to the articles of association, as listed under item 11, which was adopted with 100% of the votes, out of 72,8% of the present shareholders, in accordance with the majority requirement as listed under item 11.
Item 13:
The Board of Directors has proposed to authorize the chairman of the AGM, Søren Storgaard, attorney-at-law, to file the adopted resolutions with the Danish Business Authority.
The proposal was adopted with 100% of the votes, out of 72,8% of the present shareholders.
Item 14:
The Board of Directors stated that the company’s capital is lost according to the Annual Rapport.
That has caused the Board of Directors to launch a series of initiatives to provide a re-establishment of the company’s capital:
- First, the company’s financial institution has agreed on a moratorium which gives the company a favorable interest rate as well as an interest-only loan (grace period) on the long-term loan.
- Secondly, existing stockholders has once again invested capital in the company.
- Thirdly, the Board of Directors succeeded with settling a debt related to the company’s acquisition of ECS in 2013, which results in a positive increase of DKK 800,000 in 2019.
- At last, it was proposed that the Board of Directors gets empowered to, in the period until April 10th, 2024, to issue new shares to a limit of 20 %.
The proposal was adopted with 100% of the votes, out of 72,8% of the present shareholders.
Item 15:
The Board of Directors noted that the accumulated losses exceed the share capital of the Company. As required by applicable law, the Board of Directors presented a plan intended to restore the capital of the Company.
The proposal was adopted with 100% of the votes, out of 72,8% of the present shareholders.
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The meeting was adjourned.
As chairman:
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Søren Storgaard, attorney-at-law
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