extraordinary general meeting
The agenda of the shareholders’ meeting
- Election of the chairman of the annual meeting of shareholders
- Reduction of the share capital by a nominal amount of 200,000 EUR at the rate of 8,952.50 for distribution to a shareholder
- Authorization to file the capital reduction with the Danish Business Authority
The decision of the annual meeting of shareholders (all unanimously)
Niels Hermansen was elected chair of the meeting. The chairman noted that all of the share capital was duly represented at the meeting.
The chairman further verified that all shareholders were in agreement that the resolutions below could be adopted without complying with the formal and notification rules provided for in Danish company law and the articles of association, including the rules concerning the service requirement and the place where general meetings are to be held. Thus, the president declared that the general assembly had been legally convened and constituted the quorum for the transaction of the business as indicated in the agenda.
It was proposed by the Board of Directors to reduce the share capital by a nominal amount of EUR 200,000 from EUR 1,000,000 to EUR 800,000 in order to distribute EUR 17,905,000 in cash to the shareholder International Finance Corporation in order to that payment be made at the rate of 8,952.50.
The premium therefore amounts to 17,705,000 EUR.
The share capital will be reduced by canceling the nominal shares of EUR 200,000 in the company, which is owned by International Finance Corporation.
The chairman noted that the shareholders in accordance with article 185, cf. Section 156 (3) of the Danish Companies Act had waived the requirements of Section 185, cf. article 156 (1) and (2), nos. 1-3, for submission before the general meeting of a proposal to reduce the share capital and submission to the general meeting of the last approved annual report, a report of the board of directors on events of major importance for the situation of the business occurring after the presentation of the annual report and the statutory auditors ‘statement on the board of directors’ report.
The chairman noted that a resolution of the general assembly to reduce the share capital must be filed with the Danish Commercial Authority no later than 2 weeks after the adoption of the resolution.
Since the share capital is to be distributed to a shareholder, notice must be given in accordance with Section 192 (1) of the Danish Companies Act to the creditors of the company asking them to file their claims against the company within. 4 week limit. This request is made through the registration of the Danish commercial authorities and the publication of the resolution to reduce the share capital.
When filing the resolution of the general meeting to reduce the share capital, it must be specified that the capital reduction will be implemented manually (by filing a resolution of the board of directors definitively implementing capital reduction) in order to avoid automatic implementation 10 weeks after the filing date.
After the expiry of the 4-week period, the board of directors may decide to definitively implement the capital reduction and file this resolution of the board (accompanied by the articles of association updated on the date of the general meeting) with the Danish Business Authority, provided that it is lawful to do so and that all claims filed and due have been paid in full and that adequate security has been provided on request for unmatured claims or for disputed claims.
Regarding the test of justifiability, the President noted that it is the responsibility of management to ensure that the financial resources of the company are adequate at all times and that the company has sufficient liquidity to meet its current and future commitments as they fall due. A resolution of the board of directors to definitively implement the capital reduction must be filed with the Danish Commercial Authority no later than the expiration of the deadline for submitting the annual report for the period in which the resolution share capital reduction was adopted, but not more than one year after the adoption of the share capital reduction resolution. If this deadline is exceeded, the resolution to reduce the share capital will be invalidated. Below, the proposed share capital reduction was unanimously adopted by the shareholders at the general meeting.
If the capital reduction is finally implemented, section 3.1 of the company’s articles of association will be
amended accordingly with the following wording: The share capital of the company amounts to EUR 800,000.00, divided into shares with a value of EUR 1.00. The share capital of the company represents the nominal value of all the shares issued by the company. and sections 8.5 and 9.2-9.5 of the articles of association will be deleted as the International Finance Corporation will no longer be a shareholder of the company. Sections 9.6-9.8 will then be sections 9.2-9.4.
The general meeting unanimously decided to authorize Henning von Lillienskjold, lawyer, (with right of substitution) to file the resolution taken with the Danish commercial authority and to make such an amendment to the documents filed, that the Danish trade authority may deem necessary or appropriate in connection with the registration of the resolution.
Company announcement n ° 19 Extraordinary General Meeting 2020
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