Company announcement no 6-2020
Enclosed please find notice and agenda for the ordinary annual general meeting in Konsolidator A/S, scheduled for April 29, 2020 at 15:00 to be held at Andersen Advisory Group A/S, Kristianiagade 7, 2100 København. There is parking available at a charge and Østerport Station is in walking distance.
Considering the current situation regarding COVID-19 as well as announcements by the Prime Minister about banning assemblies of more than 10 people there is a risk that the annual general meeting will be cancelled if the ban is extended beyond April 13, 2020. Konsolidator shareholders are encouraged to vote by mail (“brevstemme”) instead of attending.
For further information contact: Chairman of the Board Søren Elmann Ingerslev, at 3031 9451.
About Konsolidator
Konsolidator is a cloud-based and standardized SaaS consolidation and reporting tool that automates consolidation and monthly reporting and delivers accurate and timely management information based on corporate key ratios. Konsolidator wants to make financial consolidation and reporting easier for small- and medium-sized groups. The time the groups save, and the quality data obtained when using Konsolidator's cloud-based tool means that the groups can make better decisions and thus deliver higher strategic value.
Annual General Meeting
To the shareholders of Konsolidator A/S
Notice to annual general meeting in
Konsolidator A/S
The board of directors hereby invites you to the Annual General Meeting which will be held
on Wednesday 29 April 2020 at 15:00
at the offices of Andersen Advisory Group A/S
Kristianiagade 7
2100 København Ø
Coronavirus
In order to minimise the risk of spreading corona virus and adhere to the latest recommendations from the Danish authorities, the board of directors encourages the shareholders of Konsolidator not attend the annual general meeting in person and vote in advance by postal vote or by proxy to the board. If the shareholder wishes to attend the general meeting in person, the board of directors requests that the shareholder not attend the meeting with an advisor. The board hopes for your understanding.
Agenda:
- The board of director’s report on the company’s activities in the past financial year
- Presentation of audited annual report for approval
- Proposal for appropriation of profits or covering losses appearing from the annual report as adopted
- Proposals from the board of directors
- Any other business
Re 3 – Proposal for appropriation of profits or covering losses appearing from the annual report as adopted
With reference to the financial result of the year, the board of directors recommends to the general meeting that the result of the year is carried forward to next year and that no dividends are distributed for financial year 2019.
Re 4 – Proposals from the board of directors
The board of directors proposes the following amendments to the company’s articles of association:
4.1
The board of directors proposes to amend section 2.4 of the company's articles of association, which must then read as follows:
“The shares shall be registered by name in the company’s register of shareholders. The register of shareholders is kept by VP Securities A/S, CVR-no.: 21 59 93 36.”.
4.2
The board of directors proposes to amend section 5.2 of the company's articles of association, which must then read as follows:
”General meetings of the company shall be held at its registered office or in Greater Copenhagen.”.
4.3
The board of directors proposes to amend section 5.4 of the company's articles of association, which must then read as follows:
”The company's general meetings are convened by the board of directors with no less two than weeks and no more than four weeks’ notice via the company's website and by email to all shareholders listed in the register of shareholders, who have requested notice by email.”.
4.4
The board of directors proposes to amend section 5.8 of the company's articles of association, which must then read as follows:
“The agenda for the annual general meeting shall include:
- The board of directors’ report on the company’s activities during the past financial year
- Presentation of the audited annual report for approval
- Resolution on distribution of profit or covering of loss in accordance with the approved annual report
- Election of board of directors
- Election of auditor
- Any proposals from the board of directors and/or shareholders
- Any other business.”.
4.5
The board of directors proposes to amend section 5.13 of the company's articles of association, which must then read as follows:
“A shareholder entitled to attend a general meeting are able to vote in writing by postal vote in accordance with the rules of the Danish Companies Act. Postal votes must be received no later than 10 am. two business days before the general meeting. Postal votes cannot be cancelled”.
4.6
The board of directors proposes to add a section 5.17 to the company's articles of association, which must then read as follows:
“The board of directors may decide that in addition to physical attendance at the general meeting, shareholders may be given the right to attend and vote at the general meeting electronically without being present in person at the general meeting. In addition, the board of directors may decide that the general meeting shall be held electronically without the right to physical attendance (completely electronic general meeting). The board of directors shall lay down the detailed guidelines for electronic general meetings.”.
4.7
The board of directors proposes to amend section 6.1 of the company's articles of association, which must then read as follows:
“The company shall be managed by a board of directors composed of 3 to 5 members. The members shall be elected by the general meeting for a term of one year. All members are eligible for re-election. The board of directors shall elect its own chairman.”.
4.8
The board of directors proposes to amend section 10.1 of the company's articles of association, which must then read as follows:
“The financial statements of the company shall be audited by a state authorised accountant, who is elected by the annual general meeting. The auditor is elected for one year at a time.”.
4.9
The board of directors proposes that the company obtain bilingual articles of association (Danish/English) and in this connection new articles of association. Draft of new articles of association is enclosed as appendix to this notice.
Specific adoption requirements
Decisions on all proposals on the agenda, with the exception of the proposals under item 4, may be adopted by a simple majority. The proposals under item 4 requires the joining of at least 2/3 of both the votes cast and the represented voting share capital.
Size of the share capital and voting
The company’s share capital is DKK 588,181.84 divided in shares of each DKK 0.04. Each share of DKK 0.04 gives one vote at the general meeting.
Registration, access, power of attorney and postal vote
A shareholders right to participate at and to vote at the general meeting is depending on the shares the shareholder holds on the record date. The record date is on 22 April 2020.
All shareholders are entitled to appoint another person as proxy to attend the general meeting on their behalf. A shareholder or his or her proxy who wishes to attend the general meeting must no later than on 24 April 2020 at 23:59 pm have notified the company of their intention to attend the meeting. The same applies to an adviser to the shareholder or his or her proxy.
Attendance at the general meeting presupposes that the shareholder or his or her proxy has requested an admission card. Admission cards are issued to the person who is registered as a shareholder in the register of shareholders on the record date, or by whom the company has been notified as at the record date for registration in the register of shareholders. Admission cards for the general meeting can be requested on the company's website: https://konsolidator.com/investor/. In addition, an admission request form is appended to this notice. Admission cards must be requested no later than on 24 April 2020 at 23:59 pm. The admission card must be brought to the general meeting either electronically on smartphone/tablet or in print.
Voting papers will be handed out in the admission control at the general meeting.
Postal voting and proxy forms are appended to this notice, but are also available for download at the company’s website https://konsolidator.com/investor/, where proxy form may also be submitted. Postal voting and proxy forms shall be sent to VP Securities A/S, Weidekampsgade 14, 2300 Copenhagen. The postal voting form shall be received by VP Securities A/S no later than on Tuesday 28 April 2020 at 23:59. The proxy form shall be received by VP Securities A/S no later than on Friday 24 April 2020 at 23:59. The proxy or postal voting form shall be submitted at https://konsolidator.com/investor/ within the same deadlines.
Agenda etc.
No later than two weeks before the general meeting, the following information will be available to the shareholders on the company's website www.konsolidator.com /investor:
- The agenda and complete proposals
- Documents to be submitted to the general meeting
- Annual report for 2019
Parking
There is parking available in the streets at a charge. Østerport Station is within walking distance.
Appendices:
Power of attorney and postal vote form
Ordering of admission card form
Draft of new articles of association
Søborg, 31 March 2020
Best regards
Board of directors
Konsolidator A/S
Tobaksvejen 2 A
2860 Søborg
www.konsolidator.com
Certified Adviser
Ernst & Young P/S
Osvald Helmuths Vej 4
2000 Frederiksberg
www.ey.com
Attachments
