Company announcement no. 06-26
Copenhagen, 14 April 2026
An extraordinary general meeting in Shape Robotics A/S (the "Company") was held today, 14 April 2026, electronically via webcast.
At the extraordinary general meeting, the shareholders adopted the proposed resolutions under agenda items 1-5 and 7-12.
Accordingly, the extraordinary general meeting resolved to amend Section 10.1 of the Articles of Association so that the Board of Directors shall consist of 3 to 8 members elected by the general meeting, and, following adoption thereof, to elect or reelect, as applicable, Mr. Aurel Nețin, Mr. Kim Okkola and Mr. Alexandru Ambrozie as members of the Board of Directors for a one-year term, in accordance with the Compay's Articles of Association.
Following the resolutions adopted at the extraordinary general meeting, the Board of Directors consists of Mr. Aurel Nețin, Mr. Kim Okkola and Mr. Alexandru Ambrozie. Immediately after the extraordinary general meeting, the Board of Directors held its inaugural meeting where Mr. Aurel Nețin was elected Chairman.
The extraordinary general meeting further adopted the proposal to increase and update the authorization in Section 4.2 of the Articles of Association. Following the amendment, the Board of Directors is authorized, until 1 April 2029, on one or more occasions, to increase the share capital by up to nominally DKK 10,000,000 without pre-emptive rights for the existing shareholders. The authorization may be used for capital increases against contribution in cash, by conversion of debt or as consideration for acquisitions.
In addition, the extraordinary general meeting adopted the proposals to:
(i) change the Company's registered office from Herlev Municipality to Københavns Kommune;
(ii) replace Section 10.7 of the Articles of Association with new wording on quorum and electronic participation in Board meetings;
(iii) change the Company's name from "Shape Robotics A/S" to "Phase Education A/S"; and
(iv) amend the Articles of Association to redefine the Company's purpose as an investment holding company.
The extraordinary general meeting also adopted the proposals to authorize the Board of Directors to pursue claims against former members of the Board of Directors in connection with the Company's Nasdaq Main Market uplisting and the resulting EIFO loan default, to authorize the Board of Directors to pursue claims against Carnegie Investment Bank A/S and its responsible officers, to grant the Board of Directors a general litigation mandate, and to grant the Board of Directors and the CEO a full restructuring, asset revaluation and recovery mandate.
No resolution was adopted under agenda item 6 regarding election of auditor for the financial year 2025/2026, as no auditor candidate had been secured in a form allowing election at the meeting.
The amendments to the Articles of Association adopted under agenda items 1, 3, 4, 5, 7 and 8 will take effect upon registration with the Danish Business Authority.
Additional information
Aurel Nețin, Chairman
Email: ir@shaperobotics.com
CVR no. 38322656