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Minutes from Agillic’s annual general meeting 30 March 2021

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Agillic A/S
·10-min read
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Announcement no. 10 2021

Copenhagen – 30 March 2021 - Agillic A/S (Nasdaq First North Growth Market Denmark: AGILC) publishes minutes from the annual general meeting.

On 30 March 2021, at 10:00, an ordinary general meeting was conducted virtually and at the company’s address Masnedøgade 22, 2100 København Ø, with the following agenda:

Agenda:

  1. Report from the board of directors on the company's business activities during the past financial year

  2. Presentation of the annual report with the auditor's certificate for approval

  3. Resolution on the use of any profits or how to cover of any loss in accordance with the adopted financial statement

  4. Adoption of the motion on payment of fee to the board of directors for the current financial year

  5. Election of members to the board of directors

  6. Election of auditor

  7. Motion from the board of directors:

    1. Authorization to issue warrants

  8. Authorization to make the changes

  9. Any other business

In accordance with the company’s articles of association, the board of directors appointed Casper Moltke-Leth to preside over the general meeting as chairman.

The chairman stated that the board of directors, executive board, and shareholders representing 48.8% (nominal DKK 489,035.40 of DKK 1,001,802.70) of the shares and voting rights were represented in person or by power of attorney.

With the support of those present, the chairman stated that the general meeting had been duly convened and formed a quorum in accordance with the agenda as the ordinary general meeting had been convened for all registered shareholders who had requested this, as well as the company via First North Copenhagen and on the company's website had published the invitation on 16 March 2021.

1. Report from the board of directors on the company's business activities during the past financial year

The general meeting adopted the board of director’s report on Agillic A/S’ business activities during 2020.

2. Presentation of the annual report with the auditor's certificate for approval

The board of directors had proposed that the general meeting adopts Agillic A/S’ annual report for the financial year 2020.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

3. Resolution on the use of any profits or how to cover of any loss in accordance with the adopted financial statement

The board of directors had proposed that the result of the year is distributed as stated in the annual report.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

4. Adoption of the motion on payment of fee to the board of directors for the current financial year

The board had proposed that all directors will be paid yearly with DKK 50,000 each.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

5. Election of members of the board of directors

Johnny Emil Søbæk Henriksen (chairman of the board), Michael Moesgaard Andersen, Mikael Konnerup and Jesper Genter Lohmann all run for re-election. All members were suggested for re-election by the board.

Peter Aue Elbek did not run for re-election.

Furthermore, the board of directors had proposed that Susanne Lund was elected as a new member of the board of directors.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

6. Election of auditor

The board of directors had proposed re-election of Deloitte Statsautoriseret Revisionspartnerselskab, business reg. no.: 33 96 35 56.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

7. Motion from the board of directors:

a. Authorization to issue warrants

The board of directors had proposed to issue a new authorization to issue warrants and that a new clause 3.7 were to be inserted in the articles of association consequently:

The general meeting has on 30 March 2021 decided to authorize the board of directors until 30 November 2022 to – in one or more issues – to issue warrants according to section 169 in the Danish Companies Act to the company’s board members or certain employees of the company with a subscription right of up to 50,000 shares of nominally DKK 0.10 (corresponding to nominally DKK 5,000 in share capital) (subject to a possible higher amount as a result of adjustment in consequence of changes to the company’s capital structure, as laid down by the board in connection to the issuing of warrants) and to make the related capital increase without preemption rights for the existing shareholders.

The board of directors determines the terms and conditions, including the subscription price, for the warrants issued in accordance with this authorisation. The new shares issued according to this authorization have to be paid in full, registered in the name of the holder, be negotiable instruments and in every way have the same rights, as the existing shares. The specific terms and conditions for the subscription and issuing of warrants is described in appendix 3.7, which is an integral part of the company’s articles of association.

The authorization also covers that the board of directors in accordance with the rules applicable at the time in the Danish Companies Act can decide to re-use or re-issue lapsed or re-issued warrants provided that the re-use or re-issuing takes place according to the terms and timing restrictions in this authorisation. Re-use shall mean that the board of directors may let another contracting party enter into an already existing agreement on warrants. Re-issue shall mean that the board of directors may issue new warrants in accordance with this authorisation if warrants already issued have lapsed.”

Furthermore, the board of directors had proposed to issue a new authorization to issue warrants and that a new clause 3.8 were to be inserted in the articles of association consequently:

The general meeting has on 30 March 2021 decided to authorise the board of directors until 30 November 2022 to – in one or more issues – to issue warrants according to section 169 in the Danish Companies Act to the company’s board members or certain employees of the company with a subscription right of up to 37,000 shares of nominally DKK 0.10 (corresponding to nominally DKK 3,700 in share capital) (subject to a possible higher amount as a result of adjustment in consequence of changes to the company’s capital structure, as laid down by the board in connection to the issuing of warrants) and to make the related capital increase without preemption rights for the existing shareholders.

The board of directors determines the terms and conditions, including the subscription price, for the warrants issued in accordance with this authorisation. The new shares issued according to this authorisation have to be paid in full, registered in the name of the holder, be negotiable instruments and in every way have the same rights, as the existing shares. The specific terms and conditions for the subscription and issuing of warrants is described in appendix 3.8, which is an integral part of the company’s articles of association.

The authorisation also covers that the board of directors in accordance with the rules applicable at the time in the Danish Companies Act can decide to re-use or re-issue lapsed or re-issued warrants provided that the re-use or re-issuing takes place according to the terms and timing restrictions in this authorisation. Re-use shall mean that the board of directors may let another contracting party enter into an already existing agreement on warrants. Re-issue shall mean that the board of directors may issue new warrants in accordance with this authorisation if warrants already issued have lapsed.”

Lastly, the board of directors had proposed to issue a new authorization to issue warrants and that a new clause 3.9 were to be inserted in the articles of association consequently:

The general meeting has on 30 March 2021 decided to authorise the board of directors until 30 November 2022 to – in one or more issues – to issue warrants according to section 169 in the Danish Companies Act to the company’s board members or certain employees of the company with a subscription right of up to 37,000 shares of nominally DKK 0.10 (corresponding to nominally DKK 3,700 in share capital) (subject to a possible higher amount as a result of adjustment in consequence of changes to the company’s capital structure, as laid down by the board in connection to the issuing of warrants) and to make the related capital increase without preemption rights for the existing shareholders.

The board of directors determines the terms and conditions, including the subscription price, for the warrants issued in accordance with this authorisation. The new shares issued according to this authorization have to be paid in full, registered in the name of the holder, be negotiable instruments and in every way have the same rights, as the existing shares. The specific terms and conditions for the subscription and issuing of warrants is described in appendix 3.9, which is an integral part of the company’s articles of association.

The authorisation also covers that the board of directors in accordance with the rules applicable at the time in the Danish Companies Act can decide to re-use or re-issue lapsed or re-issued warrants provided that the re-use or re-issuing takes place according to the terms and timing restrictions in this authorisation. Re-use shall mean that the board of directors may let another contracting party enter into an already existing agreement on warrants. Re-issue shall mean that the board of directors may issue new warrants in accordance with this authorisation if warrants already issued have lapsed.

The motion could be adopted with the same majority required to amend the articles of association. The motion was adopted unanimously.

8. Authorization to make the changes

The board of directors had proposed that the general meeting appoints attorney at law, Casper Moltke-Leth to register the above decisions to the Danish Business Authority and to make any amendments and additions to the adopted decisions, the articles of association or other conditions, which may be required by the Danish Business Authority in connection with the registration of the adopted amendments.

The motion could be adopted by a simple majority of votes and was adopted unanimously.

9. Any other business

No one took the word.

The chairman hereafter stated that all the items on the agenda had been discussed and that all proposals had been adopted.

The ordinary general meeting was adjourned.

Copenhagen, 30 March 2021

As chairman

_____________________

Casper Moltke-Leth

For further information, please contact:
Emre Gürsoy, CEO, Agillic A/S
+45 30 78 42 00
emre.gursoy@agillic.com

Bent Faurskov, CFO, Agillic A/S
+45 25 16 21 03
bent.faurskov@agillic.com

Certified Adviser
John Norden, Norden CEF
Kongevejen 365, 2840 Holte
Denmark
+ 45 20 72 02 00
jn@nordencef.dk

About Agillic A/S
Agillic is a Danish software company enabling marketers to maximise the use of data and translate it into relevant and personalised communication, thereby establishing strong relations between people and brands. Our customer marketing platform uses AI to enhance the business value of customer communication. By combining data-driven customer insights with the ability to execute personalised communication, we provide our clients with a head start in the battle of winning markets and customers.

Besides the Company’s headquarters in Copenhagen, Denmark, Agillic has sales offices in London (UK) and Stockholm (Sweden), as well as a development unit in Kyiv (Ukraine). For further information, please visit www.agillic.com.

Agillic A/S (publ) (Nasdaq First North Growth Market Denmark: AGILC) is obligated to publish the above information in compliance with the EU Market Abuse Regulation. The information was published via agent by Agillic A/S on 30 March 2021.


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