Cessatech: Annual General Meeting - 23 March 2023
Cessatech A/S ("Cessatech" or the "Company") hereby convenes the annual general meeting to be held on 23 March 2023.
The shareholders of Cessatech A/S
The board of directors hereby convenes the annual general meeting of Cessatech to be held on Thursday 23 March 2023 at 9.00 (CET) at the Company's address Kanonbådsvej 2, 1437 København K.
The agenda for the general meeting is as follows:
1. ELECTION OF CHAIRMAN OF THE MEETING
2. REPORT ON THE ACTIVITIES OF THE COMPANY IN THE PAST FINANCIAL YEAR
3. PRESENTATION OF THE ANNUAL REPORT WITH AUDITORS' REPORT FOR ADOPTION
4. RESOLUTION ON COVERING OF LOSSES IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT
5. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
6. ELECTION OF AUDITOR
7. PROPOSALS FROM THE BOARD OF DIRECTORS AND SHAREHOLDERS
7.1 Prolongation of existing authorisation to increase the share capital
Re 1: Election of chairman of the meeting
The board of directors proposes that Mikkel Rostock-Jensen is elected as the chairman of the general meeting.
Re 2: Report on the activities of the Company in the past financial year
An oral report on the activities of the Company in the past financial year will be presented. The board of directors proposes that the report is noted by the general meeting.
Re 3: Presentation of the annual report with auditors' report for adoption
The board of directors proposes that the Company's annual report with the auditors' report for the financial year 2022 is adopted. The annual report is available on the Company's website.
Re 4: Resolution on covering of losses in accordance with the adopted annual reportThe board of directors proposes that the consolidated loss for the financial year 2022 of tDKK 17,589 before tax is carried forward to the next financial year in accordance with the adopted annual report.
Re 5: Election of members to the board of directorsThe board of directors proposes election of the following members of the board of directors: Peter Birk, Charlotte Videbæk, Flemming Steen Jensen, Rachel Curtis Gravesen, Martin Olin and Adam Steensberg.
Re 6: Election of auditor
The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 41 29 30 55, as the Company's auditor.
Re 7.1: Prolongation of the authorization to increase share capital
The board of directors proposes to prolong the existing authorization of clause 3.2.1 so that it expires on 23 March 2028 and to make an adjustment (for clarification purposes only) to the wording as stated below:
3.2.1. Authorization to cash increase of the share capital: In the period until 23 March 2028, the board of directors is authorized to increase the Company's share capital in one or more issues of new shares at a price equal to market price with-out pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 3,667,521.
The shareholders may vote by proxy for the general meeting. A proxy and voting correspondence form can be found on the company's website (www.cessatech.com). Voting instructions by proxy shall be submitted by returning the proxy and voting by correspondence form, duly completed and signed, by email to [email protected] shall be submitted no later than 22 March 2023 before 16.00.
Voting by Correspondence
Shareholders may - instead of voting in person at the general meeting - choose to vote by mail, i.e. voting in writing prior to the general meeting. A proxy and voting by correspondence form can be found on the company's website (www.cessatech.com). Any shareholder who wishes to vote by mail shall submit the proxy and voting by correspondence form, duly completed and signed, by email to [email protected] delivered by mail must be submitted no later than 22 March 2023 before 16.00 and cannot be revoked.
To adopt the proposals under items 1, 3, 4, 5 og 6, a simple majority of the votes cast is required. The proposal under items 7.1 must be adopted by at least 2/3 of the votes and represented share capital.
The Company's share capital is nominal DKK 2,757,751 divided into 13,778,755 shares of nominal DKK 0,20. Each share of nominal DKK 0.20 carries one vote at the general meeting.The following documents are available at the Company's premises and website (www.cessatech.com) from 8 March 2023:
- Notice to convene the general meeting
- Proxy and voting by correspondence form
- Annual report with auditors' report for 2022
- Articles of association
A shareholder's right to attend and vote at the general meeting is determined at the registration date, 16 March 2023, according to the shareholders' register.
Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than 21 March 2023 at [23:59] (CET) by email to [email protected] an invite to the online Teams meeting will be returned on the 22 March 2023. A shareholder may also request an admission card for a proxy holder that gives a physical meeting on behalf of the shareholder. The request must be made according to the above guidelines. The shareholder must fill in and sign the proxy and postal voting form
Shareholders who webcast the general meeting will have the opportunity to ask questions electronically at the general meeting via a chat function. When webcasting the general meeting, each shareholder is responsible for ensuring that the shareholder has a mobile phone or a desktop/tablet device with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the general meeting. Shareholders webcasting the general meeting, are encouraged to submit a proxy or vote by post prior to the general meeting. Please note that it will not be possible to cast votes at the general meeting in connection with the webcast.
The shareholders have the right to ask questions in relation to the items on the agenda to be discussed at the general meeting. The questions can be made in writing before the general meeting or at the general meeting. The answer will - with the limitations that follow from law - if possible be made at the general meeting or be made available to the shareholders no later than two weeks after the general meeting.