Audientes A/S: Outcome of Annual General Meeting
Company announcement no. 15-2024
April 18, 2024
On April 18, 2024, the annual general meeting was held in
Audientes A/S
(CVR-no. 36 04 76 31)
at the Company's address, Teknikerbyen 5, 2830 Virum.
The Company's chairman Hossein Sandfeld Jelveh opened the meeting and informed that according to the articles of association section 5.6, the board of directors had appointed him as chairman of the meeting.
Having accepted the nomination, the chairman noted that with the accession of the annual general meeting that the meeting was regularly constituted and convened and a quorum in every respect. The chairman pointed out that notice of the annual general meeting had been posted via Spotlight Stock Market on April 3, 2024, by separate company announcement and the same day posted on the Company's webpage.
At the meeting, all representatives of the Management of the Company as well as half of the board of directors were present (Hossein Jelveh, Steen Thygesen).
The share capital of the Company is DKK6,938,432 divided into 69,384,322 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.
Of the Company's total share capital of DKK 6,938,432, shareholders representing 23.17% (16,076,197 votes) participated. Five shareholders representing 19.13% (13,270,751 votes) were present. Votes cast in the meeting amounted to 15.35% (10,650,751) and proxy or postal votes amounted to 7.82% (5,425,446) incl. votes of some shareholders' also present in the meeting.
The agenda for the general meeting is in accordance with section 5 of the articles of association, as follows:
1. Election of chairman of the meeting
2. Adoption of the Annual Report
3. Appropriation of profit or loss as recorded in the adopted Annual Report
4. Remuneration of the board of directors
5. Appointments to the board of directors
6. Election of auditors
7. Proposal to reduce the nominal value per share
8. Authorization to inform the Danish Business Authority of decisions taken
at the annual general meeting
9. Any other business
Re item 1: Election of chairman of the meeting
Hossein Sandfeld Jelveh was elected as chairman of the meeting.
The chairman concluded that notice of the general meeting was sent to the shareholders in accordance with the company's articles of association. The votes of 23.17% of the share capital was represented in the meeting and the general meeting was able to conduct business in accordance with the agenda.
Re item 2: Adoption of annual report
The Management presented the Annual Report for 2023.
Shareholders were given opportunity to ask questions.
The accounts showed a result of TDKK minus 13,405.
Status balanced with TDKK 14,394 and showed equity of TDKK 4,020.
The general meeting approved the result and status.
Re item 3: Appropriation of profits or losses as recorded in the adopted Annual Report
The Management proposed the result of TDKK minus 13,405 transferred to next year, which was approved by the general meeting.
Re item 4: Remuneration of the Board of Directors
The Management proposed for the remuneration of the external members of the board of directors to amount to remain at DKK 50,000 per year for individual external board members, and DKK 100,000 for the chairman of the board, which was unanimously approved by the general meeting. The general meeting suggested for the Company to allow the individual board members to receive their board fee as shares as an incentive for their involvement and means of reducing the cost base further.
Re item 5: Appointments to the Board of Directors
All current members were re-elected, as the board constituted itself with Hossein Jelveh as chairman:
The members of the Board of Directors at Audientes A/S are:- Hossein Jelveh (chairman)
- Steen Thygesen
- Hiroshi Maeda
- Wendi Ma
Re item 6: Election of auditors
The company's existing auditors Christensen Kjærulff, Statsautoriseret revisionsaktieselskab, were re-elected.
Re item 7: Proposal to reduce the nominal value per share from DKK 0.1 to DKK 0.01
The general meeting voted against the proposal as it decided to defer the decision to reduce the nominal value per share from nominal DKK 0.1 to DKK 0.01 to the upcoming extraordinary general meeting on April 29, 2024, where this also is on the agenda, together with a proposed reduction of the share capital and a new authorization for the Company's board of directors to issue new shares.
Re item 8: Authorization to inform the Danish Business Authority of decisions taken at the annual general meeting
The general meeting authorized Audientes' CEO Steen Thygesen to inform the Danish Business Authority of any decisions taken at the annual general meeting and in this connection to make any changes and addendums to the decisions and the Company's articles of association that the Danish Business Authority may require to register the decisions or approving the resolutions passed by the general meeting.
Re item 9: Any other business
There was nothing under this item.
The general meeting was adjourned by the chairman of the meeting, Hossein Sandfeld Jelveh.
For further information, please contact:
Steen Thygesen,CEO, Audientes A/S
Phone: +45 77 34 16 80
Email:st@audientes.com
About Audientes A/S
Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes' unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.
Audientes' mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan.
For additional information please refer to the company's websites, www.audientes.com, www.audientes.eu, or www.audientes.in.