Nasdaq Copenhagen A/S
Nikolaj Plads 6
DK-1067 Copenhagen K
Copenhagen, 19 March 2019
ANNOUNCEMENT NO. 4/2019
CEMAT A/S
Company reg. (CVR) no. 24 93 28 18
Annual general meeting 2019
On 19 March 2019 at 2.00pm the ordinary general meeting was held in Cemat A/S (the “Company”) at DLA Piper Denmark, Rådhuspladsen 4, 1550 Copenhagen V. Pursuant to the Company’s articles of association, the Board of Director’s had appointed attorney Martin Lavesen as chairman of the meeting.
- The management’s report on the Company’s activities during the preceding financial year
The board of directors proposed that the annual general meeting take note of the management report provided.
The management report was presented.
The annual general meeting took note of the management report.
- Presentation of the revised annual report for adoption
The board of directors proposed that the annual general meeting approved the annual report.
The annual general meeting approved the annual report 2018.
- The board of directors’ proposal for appropriation of profit or covering of loss according to the adopted annual report
The annual general meeting decided not to pay dividend.
- The board of directors’ fees for the current financial year
The board of director’s proposal to continue the remuneration to the board of directors in the current financial year 2019 relative to the remuneration received in 2018 was adopted.
- Election of members to the board of directors
The board of directors proposed re-election of Frede Clausen, Eivind Dam Jensen and Joanna Iwanowska-Nielsen.
The annual general meeting adopted the proposal unanimously.
At a subsequent constituent board meeting, the board of directors appointed Frede Clausen Chairman and Eivind Dam Jensen Deputy Chairman of the board.
- Appointment of auditor
The board of directors proposed re-election of BDO Statsautoriseret Revisionsaktieselskab, CVR-nr. 20222670, as auditors of the Company.
The annual general meeting adopted the proposal unanimously.
- Authorisation to the board of directors to acquire treasury shares
The annual general meeting decided to authorise the board of directors under the Danish Companies Act to acquire treasury shares during a period of 18 months from the date of the annual general meeting against payment of between DKK 0 and up to 10% more than the official selling price quoted from time to time on Nasdaq Copenhagen A/S.
- Proposed resolutions from the board of directors
8.1 Amendment of the articles of association regarding preparation of the annual report in English language version only
The annual general meeting adopted the proposal of the board of directors to amend the Company’s articles of association to the effect that annual reports going forward are prepared and presented in an English language version only.
A new article 16.1 is inserted in the articles of association: “The annual report is prepared and presented in English only”.
8.2 Amendment of the articles of association regarding retirement age for members of the Board of Directors
The annual general meeting adopted the proposal of the board of directors to delete article 11.2 in the Company’s articles of association to the effect that the requirement that board members retire from the board of directors automatically at the first succeeding general meeting following their 70’s birthday is removed from the articles of association.
8.3 General update of the articles of association
In addition to the amendments to the Company’s articles of association adopted under items 8.1 and 8.2 of the agenda, the annual general meeting adopted the general mark-up of the articles of association revision as presented.
The annual general meeting was adjourned at 3.20 pm.
Any questions concerning this announcement may be directed to info@cemat.dk.
Cemat A/S
Frede Clausen
Chairman of the Board of Directors
This announcement has been issued in Danish and English. In case of any inconsistencies, the Danish version will prevail.
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