Company announcement no. 26
Vejle, April 7th 2020
WATURU HOLDING A/S - NOTICE OF GENERAL MEETING
The annual general meeting of Waturu Holding A/S will be held April 23, 2020.
The general meeting will be held at 15.00 at the company headquarters in Sjællandsgade 32, 1. th., 7100 Vejle. The Annual General Meeting will be opened and directed by the Chairman.
NOTE FROM THE BOARD, BECAUSE OF THE CURRENT PANDEMIC VIRUS WITH CORONA VIRUS WE RECOMMEND THAT SHAREHOLDERS WISHING TO VOTE USE THE POSSIBILITY OF POSTAL VOTING. FURTHER INFORMATION - https://politi.dk/en/coronavirus-in-denmark/extension-of-measures-during-the-covid19-outbreak-in-denmark
Agenda:
- Directors' report on the company during the past financial year
- Presentation of the audited annual report 2019 for adoption
- Resolution on application of profits or covering of losses according to the adopted Annual Report
- Approval of remuneration to the Board for the current financial year
- Election of Directors
- Election of auditor
- The Board's proposal
- Changing the empowerment dates of Association Section 3. Authorization to issue shares and warrants.
- Optionally
1. Report on the Company's activities during the financial year.
The Board proposes that the General Meeting adopts the Board's report on Waturu Holding's business activities during 2019.
2. Presentation of the audited annual report for approval
The Board proposes that the General Meeting adopts Waturu Holding's annual report for the financial year 2019.
The proposal could be adopted by a simple majority of votes.
3. Resolution on application of profits or covering of losses according to the adopted Annual Report
The Board proposes that this year's profit or loss is distributed as indicated in the annual report.
The proposal could be adopted by a simple majority of votes.
4. Approval of remuneration to the Board for the current financial year
The Board does not change the current remuneration level for Board members.
The proposal could be adopted by a simple majority of votes.
5. Election of Directors
Thomas H. Marschall (Chairman), Toke Reedtz, Bjørn Kaare Jensen, Jes Nordentoft and Anders Skov are all interested in re-election. Background information on the candidates can be found in the company's "Company Description" or "Business" page 57-59.
All members are proposed re-elected.
The proposal could be adopted by a simple majority of votes.
6. Election of auditor
The Board proposes to change accountant from BDO to Beierholm Revisionspartnerselskab.
The proposal could be adopted by a simple majority of votes.
7. The Board's proposal
A. Changing the empowerment dates of article 3.1 and 3.2. on the authorization to issue shares and warrants.
Board's authorization of the Statutes, section 3.1. and 3.2., expired on December 31th. 2019.
The Board proposes to prolong the authorization to December 31th 2022.
Approval of the proposal, will amend articles 3.1 and 3.2. to the following:
3.1. The Board of Directors is until December 31th 2022 authorized, without pre-emptive rights for existing shareholders, to increase the share capital on one or more occasions by up to 100 million kr. in new capital. The increase should be at least at the market price, with the possibility of a discount of up to 10% which is determined by the Board. The drawing must be made by cash payment. Other conditions for the increases in capital, must be determined by the board.
3.2. The Board of Directors is until December 31th 2022 authorized, without pre-emptive rights for existing shareholders, to increase the share capital on one or more occasions by up to 40 million kr. in new capital. The increase should be at least at the market price and can be made by conversion of debt. Other conditions for the increases in capital, must be determined by the board.
3.3. New shares issued pursuant to section 3.1 or 3.2 must be paid in full, in the holder's name and shall be registered in the Company's register of shareholders, be negotiable, and in every other respect have the same rights as the existing shares. New shares are entitled to dividends and other rights from the date of the capital increase is registered in the Danish Business Authority. The Board is authorized to determine the specific terms of the capital increases under the above authorizations and to make the changes in the Articles of Association that may be necessary as a result of the Board's exercise of the authorizations.
The proposal may be adopted by a majority of at least 2/3 of the votes cast, according to the capital represented, present at the meeting.
The share capital and shareholders' participation and voting
The company's share capital is nominally DKK 529,090.90, divided into shares of DKK 0.05. At the General Meetings, each share of DKK 0.05 equals a vote.
A shareholder entitled to attend the General Meeting and to vote is determined relative to the number of shares held by the shareholder on the registration date on 04/16/2020.
The shares held by the shareholders, calculated on the registration date on the basis of the inclusion of shareholders' shares in the share register and any registered information about shareholder's holdings, the company has received on the date for registration.
Participation
Shareholders who are entitled to and wish to attend the General Meeting must inform the Company of their attendance not later than April 20th, 2020 at 23:59 via e-mail investor@waturu.com.
Power of attorney
The proxy form which can be downloaded from the company's website in the "Investor" and "documents" menu must be completed and sent by letter to Waturu Holding A/S, Sjællandsgade 32. 1.th, 7100 or by email investor@waturu.com.
The proxy form must be received no later than April 20th, 2020 at 23.59.
A shareholder may choose to cast a vote either by proxy or by post, see below, but not both methods.
The right to participate and vote by proxy must be supported by sufficient evidence. If sufficient evidence is not presented, the right to attend and / or vote can be refused under specific circumstances.
Letter by Vote
Shareholders may cast their vote by mail. The voting can be conducted as follows:
Postal vote application forms, can be found on the company's website in the menu "Investor" and "documents" and must be completed and sent by letter to Waturu Holding A/S, Sjællandsgade 32. 1.th, 7100 or by mail investor@waturu.com.
Postal votes must be received by the Company no later than April 22th, 2020 at. 23:59.
Further information
Up to and on the date of the General Meeting, additional information about the Annual General Meeting will be available on the company's website, including:
- The convening notice including the agenda and proposals.
- Proxy - and postal voting form to be used to vote by proxy or by postal voting.
- Information on the total number of shares and voting rights at the date of notification.
The General Meeting is held in Danish.
About Waturu Holding A/S
Waturu Holding A/S is a Green Tech company which develops innovative water technology for heating or water treatment, with the focus to ensure bacteria-free water and reduce water and energy consumption for heating domestic hot water in buildings, ensuring CO2 savings.
Waturu Holding A/S has a majority in the medical company Watgen Medical A/S, and in the company Aquaturu A/S, which develops anti-bacterial and anti-algae technology for fish farming.
More information:
CEO Toke Reedtz, tel .: +45 5188 1262, email: toke@waturu.com
CFO Michael Nørgaard, tel .: +45 2720 6214, email: mn@waturu.com
Waturu Holding A/S
Sjællandsgade 32
7100 Vejle
Certified Adviser
Tofte & Company ApS
Christian IX Gade 7, 3rd,
1111 Copenhagen
Contact: Sasja Dalgaard, Tel: +45 26100877, email: sd@toftecompany.com
Website: toftecompany.com
Tel .: +45 71961030
Nasdaq First North Growth Market Denmark
Important links:
The website:
www.waturu.com
www.aquaturu.com
www.watgenmedical.com
Financial reports:
www.waturu.com/dokuments
Continuous updates from the company:
www.waturu.com/news
www.linkedin.com/company/waturu/
www.facebook.com/WaturuDenmark/