__________________________________________________________
MINUTES
OF
EXTRAORDINARY GENERAL MEETING
ERRIA A/S
CVR NO. 15300574
__________________________________________________________
Time: Thursday, September 20, 2018 at 10 A.M.
Venue: Torvet 21A, 1., 4600 Køge
The board of directors has appointed Søren Storgaard, Bag Haverne 32, 4600 Køge chairman of the meeting. The chairman initiated the general meeting by confirming that the notice of the extraordinary general meeting was valid and that the extraordinary general meeting was able to adopt resolutions.
AGENDA
1. Proposal on authorization of the board of directors valid through September 19, 2023 to raise in one more transactions loans of a minimum of DKK 250,000 and up to DKK 20,000,000 in total during the aforementioned period by way of convertible loans without pre-emption rights for any shareholders, and to effect the capital increase arising therefrom at a minimum of nominally DKK 1.00 and up to DKK 20,000,000. The authorization shall be included as new section 18 in the articles of association of the company.
2. Proposal on authorization of the board of directors valid through September 19, 2023 to increase the capital of the company in one more transactions by nominally DKK 789,668.60 in total during the aforementioned period by way of cash payment or fully or partially 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. The authorization shall be included as new section 19 in the articles of association of the company.
3. Amendments of the articles of association with the inclusion of the new sections 18-19.
4. Authorization of the chairman of the meeting to file the resolutions with the Danish Business Authority.
Item 1:
The proposal on authorization of the board of directors valid through September 19, 2023 to raise in one more transactions loans of a minimum of DKK 250,000 and up to DKK 20,000,000 in total during the aforementioned period by way of convertible loans, is put forward in order to strengthen the capital structure of the company.
For the authorization of the board of directors to raise loans by way of convertible loans it shall apply:
that the authorization is in regard to raising loans by way of convertible loans, that shall be negotiable and freely transferable instruments,
that the collective loans are made up of minimum DKK 250,000 and up to DKK 20,000,000,
that the authorization is valid through September 19, 2023,
that the authorization includes board of directors to effect the related capital increases with a minimum nominal value of DKK 1 up to DKK 20,000,000, with the conversion price being at a minimum equal to the market as determined by the board of directors at the time of the issuance of the convertible loans,
that the convertible loans are not subject to any pre-emption rights in favour of any existing shareholders,
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,
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 convertible loans,
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 the new shares issued pursuant to the convertible loans 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 the convertible loans shall be issued against cash payments and
that the new shares shall have the same rights as any other shares existing as of the time of the conversion.
The exact loan terms are set out in attachment 1 to the articles of association, which is included in the complete proposals to the agenda, including the rate of interest and conversion price.
As a result of the proposal the following amendments are proposed included in the articles of association as a new section 18:
“Through September 19, 2023, the board of directors is authorized to raise in one more transactions loans with a principal of a minimum of DKK 250,000 and up to DKK 20,000,000 in total by way of issuance of convertible loans entitling the lender to convert the lender’s claim to shares in the Company. The convertible loans shall be issued against cash payments. The board of directors is also authorized to effect the related capital increases with a minimum nominal value of DKK 1 up to DKK 20,000,000.
The exact loan terms are set out in attachment 1 to the articles of association, including the rate of interest and conversion price. The conversion price shall at a minimum be equal to the market as determined by the board of directors at the time of the issuance of the convertible loans.
The convertible loans are not subject to any pre-emption rights in favour of any existing shareholders. The right to receive dividends shall accrue from the time of registration of the new shares with the Danish Business Authority. 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 convertible loans. New shares issued pursuant to the convertible loans shall be negotiable and freely transferable instruments and shall be recorded in the shareholders’ register of the Company. No limitations shall apply in respect of the transferability of the new shares nor shall any obligation to redeem the new shares apply. The new shares shall have the same rights as any other shares existing as of the time of the conversion.
The board of directors is authorized to effect the required amendments to the articles of association arising from the exercise of this authorization.
The full proposal was adopted with 5.536.001 of the votes, out of 5.536.351 of the present shareholders.
Item 2:
Proposal on authorization of the board of directors valid through September 19, 2023 to increase the capital of the company in one or more transactions by nominally DKK 789,668.60 in total during the aforementioned period by way of cash payment or fully or partially in-kind contributions, is put forward in order to strengthen the capital structure of the company.
For the authorization of the board of directors to increase the share capital it shall apply:
that the authorization is in regard to increasing the share capital,
that the total increase in share capital is nominally DKK 789,668.60,
that the authorization is valid through September 19, 2023,
that the new shares 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,
that the new shares are not subject to any pre-emption rights in favour of any existing shareholders,
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,
that no particular restrictions or limitations on any pre-emption rights shall apply in connection with any future capital increase in respect of the new shares,
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 the new shares issued 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 the new shares shall be issued against cash payment or fully or partially in-kind contributions,
that the new shares shall have the same rights as any other shares existing as of the time of the capital increase.
As a result of the proposal the following amendments are proposed included in the articles of association as a new section 19:
“Through September 19, 2023, the board of directors is authorized to increase the capital of the Company in one more transactions by nominally DKK 789,668.60 in total by way of cash payment or fully or partially in-kind contributions, equal to 789,668.60 shares each having a nominal value of DKK 1.
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.”
The full proposal was adopted with 5.536.001 of the votes, out of 5.536.351 of the present shareholders.
Item 3:
The proposed amendments to the articles of association, as listed under item 1 and 2 was adopted with 5.536.001 of the votes, out of 5.536.351 of the present shareholders.
Ad 4:
The board of directors has proposed to authorize the chairman of the meeting, Søren Storgaard, lawyer, to file the adopted resolutions with the Danish Business Authority.
The proposal was adopted with 5.536.351 of the votes, out of 5.536.351 of the present shareholders.
General meeting closed.
As chairman:
___________________________
Søren Storgaard, lawyer
Certified adviser
Kapital Partner, CVR 37364843
Peter Høgsted, +45 3133 0215
Havnegade 39, 1058 København K
+45 8988 7846
info@kapitalpartner.dk
www.kapitalpartner.dk
Attachments
