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Notice of General Meeting
Company announcement no.67
Vejle, April 8th 2021
WATURU HOLDING A/S - NOTICE OF GENERAL MEETING
The annual general meeting of Waturu Holding A/S will be held April 23, 2021.
The general meeting will be held at 15.00 at the company headquarters in Sjællandsgade 32, 1. tv., 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. THERE WILL NOT BE AN OPPORTUNITY FOR PHYSICAL ATTENDANCE.
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 2020.
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 2020. 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.
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
Lasse Ranlev (Chairman of the Board), Andreas Bruus (Member of the Board) are standing for re-election. Toke Reedtz (Member of the Board of Directors) resigns in connection with the holding of the Annual General Meeting.
Members Lasse Ranlev and Andreas Bruus are proposed for re-election. Two new candidates are nominated to take over as non-executive board members. No later than one week before the holding date, the candidates are presented on the company's website under the menu "Investor" - "Documents". The candidates are presented as Candidate A and Candidate B in the call.
If the nominated candidates are elected, the Board will subsequently consist of: Lasse Ranlev (Chairman of the Board), Andreas Bruus (Board member), Candidate A (Board member) and Candidate B (Board member).
The proposal could be adopted by a simple majority of votes.
6. Election of auditor
The Board of Directors wishes to re-elect the company's current auditor 2+ Revision Statsaut. revisorer ApS.
The proposal could be adopted by a simple majority of votes.
7. The Board's proposal
A. Changing the empowerment dates of article 3.4 on the authorization to issue shares and warrants.
Board's authorization of the Statutes, section 3.4., expired on December 31th. 2020. The Board proposes to prolong the authorization to December 31th 2022.
Approval of the proposal, will amend articles 3.4. to the following:
3.4. The board of directors is until 31 December 2022, in one or several rounds, authorized to issue up to 1,000,000 warrants, granting rights to subscription of up to 1,000,000 shares of DKK 0.05 (a total of nominally DKK 50,000) by payment of cash. Warrants may be issued to the employees in the Waturu group on the terms and conditions that the board of directors determines, including in regards of the subscription price, which may be lower than the market price, granting and vesting terms as well as exercise conditions and exercise periods etc. The board of directors is also authorized to, in one or several rounds, to increase the share capital of the company in connection with the issue of new shares, subscribed by the warrant holders exercising their warrants. The new shares are to be fully paid, issued in the name of the holder and shall in every aspect have the same rights as the existing shares.
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. The registration date is one week before the general meeting.
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.tv, 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.tv, 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, tlf.: +45 5188 1262, e-mail: toke@waturu.com
CFO Henrik F. Stoltenberg, tlf.: +45 2898 8995, e-mail: hfs@waturu.com
Waturu Holding A/S
Sjællandsgade 32
7100 Vejle
Certified Adviser
CDI GLOBAL ApS
Per Vestergaard
Direktør/CEO
Vestre Havnepromenade 5, 5. sal 9000 Aalborg Denmark
T +4598110055, M +4521764317, E pva@cdiglobal.dk
Hjemmeside: www.cdiglobal.dk
Nasdaq First North Growth Market Denmark Vigtige links:
Hjemmesiden: www.waturu.dk www.aquaturu.com www.watgenmedical.com
Finansielle rapporter:
www.waturu.om/documents
