Pursuant to the articles of association, notice is hereby given that the Annual General Meeting of Danionics A/S will be held on Tuesday, 23 April 2013 at 10 a.m. at Dansk Arkitektur Center, Strandgade 27B, 1401 Copenhagen K, Denmark.
Agenda of the Annual General Meeting:
- Management’s review on the company’s activities during the past year.
- Presentation of the annual report with the auditor’s report and the management’s review as well as approval of the annual report.
- Resolution on the distribution of profit or covering of loss, as the case may be, according to the annual report as approved.
- Resolution proposed by the Board of Directors to amend article 12 of the Articles of Association regarding a new authorisation for the Board of Directors to increase the share capital.
- Resolution proposed by the Board of Directors to amend Article 1 (1) regarding the company's name.
- Election of members to the Board of Directors.
- Resolution proposed by the Board of Directors for the company to go into liquidation.
- Appointment of auditors.
- Proposals, if any, from the Board of Directors or shareholders.
Re item 4:
Under item 4, the Board of Directors proposes that article 12 of the Articles of Association be amended to have the following wording:
“12. Authorisation to increase the Company’s share capital
12.1. The Board of Directors has been authorised to increase the share capital, in the period until 23 April 2018, in one or more issues by up to DKK 1,689,000.00 nominal value by contribution of cash.
12.2. The subscription price will be the market price on the date the Board of Directors makes the resolution to exercise the authorisation, but not less than an amount corresponding to the nominal value of the shares on the day of issuance. The offering of new shares for subscription will be made without pre-emptive rights to existing shareholders.
12.3. The new shares will be issued in the denomination which is applicable on the day of issuance, for the time being DKK 1.00 or multiples thereof, and the new shares will rank pari passu with the other shares in the company pursuant to the Articles of Association applicable from time to time.
12.4. The Board of Directors is authorised to make such changes to the Articles of Association as may be necessary as a result of capital increases in connection with the exercise of the authorisation.”
Re item 5:
Under item 5, the Board of Directors proposes that the company change its name from Danionics A/S to ”Aktieselskabet af 23. april 2013.”
Re item 6:
The existing board members, Karsten Borch, Frank Gad and Henrik Ottosen have offered themselves for re-election. Edward Lam wishes to resign from the Board of Directors.
If a new investor is identified, proposals for additional management changes may of course be submitted.
Re item 7:
If it is not possible to identify an investor wishing to invest in the company prior to the annual general meeting, the Board of Directors proposes a resolution to let the company go into liquidation pursuant to the provisions of Part 14 of the Danish Companies Act.
If the efforts to identify an investor prior to the annual general meeting are successful, the Board of Directors will retract its proposal.
With reference to section 218 of the Danish Companies Act, it is proposed to appoint Attorney Carsten Lorentzon of Aarhus as liquidator.
Re item 8:
Under item 8, the Board of Directors proposes that KPMG Statsautoriseret Revisionspartnerselskab (CVR no. 30700228) be re-appointed as auditors.
Approval, adoption and election under the items on the agenda will be effected by a simple majority of votes. However, adoption of the amendments to the Articles of Association proposed under items 4, 5 and 7 requires that the resolutions are adopted by at least two-thirds of both the votes cast and the voting share capital represented at the general meeting.
Share capital and voting rights etc.
The share capital amounts to DKK 16,894,002, divided into 16,894,002 shares of DKK 1.00 nominal value each. Each share amount of DKK 1.00 carries one vote.
The registrar is Computershare A/S, Kongevejen 418, 2840 Holte, Denmark.
The company has appointed Nordea Bank Danmark A/S, Vesterbrogade 8, 0900 Copenhagen C, Denmark, as the bank through which shareholders may exercise their financial rights.
Record date, admission cards, voting rights and proxies
A shareholder’s right to attend and vote at a general meeting is determined relative to the shares held by the shareholder on the record date, which is one week before the date of the general meeting. Accordingly, the record date is Tuesday, 16 April 2013 at 11.59 p.m.
Shareholders may vote by correspondence. The form for voting by correspondence is available at the company’s web site, www.danionics.dk. The form for voting by correspondence must be received by the company on or before Friday, 19 April 2013, either by returning the form by ordinary mail to Danionics A/S c/o DAHL, Dronningens Tværgade 9, 1st floor., DK-1302 Copenhagen K, Denmark, or by e-mail to investor@danionics.dk.
In order to be admitted to the general meeting, an admission card for shareholders and any accompanying persons must be presented at the entrance. Admission cards can be obtained by registering by e-mail to investor@danionics.dk specifying your name, address and VP no. or by completing and forwarding a proxy form or by completing and returning a registration and proxy form to Danionics A/S c/o DAHL, Dronningens Tværgade 9, 1st floor., DK-1302 Copenhagen K, Denmark, fax +45 88 91 98 01. The form can be printed out from the website: www.danionics.dk.
Requests for admission cards and proxy forms, if any, must be received on or before Friday, 19 April 2013. The instrument of proxy must be dated and in writing, and the date must not precede the date of the general meeting by more than 12 months. Proxies issued to the Board of Directors must, however, be given in respect of a specific general meeting with an agenda known in advance.
Equity analysts and the press may be admitted to the general meeting subject to approval on or before Friday, 19 April 2013, and they are requested to contact Jette Holm on tel. +45 70 23 81 30 or by e-mail to investor@danionics.dk.
Agenda, etc.
This notice and the agenda will be submitted by the company to NASDAQ OMX Copenhagen A/S and will subsequently be published in the computer information system of the Danish Business Authority and on the company’s website www.danionics.dk. The notice will also, on or before Wednesday, 27 March 2013, be forwarded to shareholders recorded in the company’s register of shareholders who have so requested.
On or before Wednesday, 27 March 2013, the agenda of the general meeting, including the complete proposals, the annual report with the auditor’s report and the annual review, forms for voting by correspondence and proxy forms will be available at the company's website www.danionics.dk.
Copenhagen, 27 March 2013
The Board of Directors of Danionics A/S
For additional information, please contact:
Henning O. Jensen, Chief Executive Officer, tel. +45 88 91 98 70
