Company Announcement 2, 2023 - Notice of Extraordinary General Meeting

An Extraordinary General Meeting (the “General Meeting”) of Astralis A/S (the "Company") is hereby convened to be held on:

Wednesday 12 April 2023 at 8:00 am CEST (doors will open at 7:30 am CEST)

The Extraordinary General Meeting is held at:

                Astralis Nexus, Tivoli Corner, Vesterbrogade 3, 1620 Copenhagen V, Denmark

with the following agenda:

1. Election of Chairman of the Extraordinary General Meeting.
2. Dismissal of current auditor.
3. Election of new auditor.

The annual general meeting will be streamed directly through the Investor Relations webpage www.astralis.gg/investor. The Board requests the shareholders to vote by giving a power of attorney to the Board or vote by postal vote as described below. Questions may also be submitted as described below. No catering will be served at the General Meeting.

Re agenda item 2:

The Board proposes that Deloitte Statsautoriseret Revisionspartnerselskab elected as auditor at the Annual General Meeting held 6 April 2022 is dismissed.

State-Authorized Public Accountant Kim Takata Mücke co-signer on all previous annual reports for Astralis A/S has resigned from Deloitte Statsautoriseret Revisionspartnerselskab and joined BDO Statsautoriseret Revisionspartnerselskab. The Board wishes to continue with Kim Takata Mücke as the main auditor and thus move to BDO Statsautoriseret Revisionspartnerselskab.

 

Both audit firms have participated in a good handover between the parties and BDO Statsautoriseret Revisionspartnerselskab has audited the consolidated financial statements and the parent financial statements of Astralis A/S for the financial year 1 January – 31 December 2022.

 

Re agenda item 3:

The Board proposes the election of:

BDO Statsautoriseret Revisionspartnerselskab

CVR-nr.: 20 22 26 70

Havneholmen 29

1561 København V

 

The proposal is in accordance with the Audit Committee's recommendation. The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the General Meeting to the election of certain auditors or audit firms.

VOTING REQUIREMENTS

The proposals and elections under item 1-3 of the agenda may be passed by a simple majority of votes.

DATE OF REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE

Date of registration, right to attend and right to vote

A shareholder's right to attend the General Meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration.

The date of registration is Wednesday 5 April 2023. The shares held by each shareholder are determined at 11:59 pm CEST at the date of registration on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received by the Company but not yet registered in the share register.

Notice of attendance and admission card 

The Company must be duly notified of attendance to the General Meeting. A shareholder, its proxy or advisor wishing to attend the General Meeting and to receive an admission card must notify the Company about the attendance no later than on Friday 7 April 2023 11:59 pm CEST.

Admission cards will be sent electronically via e-mail to the e-mail address listed in the Company’s Investor Portal (which can be accessed here) at registration. The admission card must be presented at the entrance to the General Meeting either electronically on a smart phone/tablet or in print.

Please note that admission cards will be sent out automatically via e-mail immediately after notification of attendance through the Investor Portal.

Shareholders whose attendance has been notified on time but without entry of an e-mail address may collect the admission card at the entrance to the General Meeting upon presentation of ID.

Voting cards are distributed at the entrance to the General Meeting.

Proxy/postal vote

Shareholders prevented from attending the General Meeting may either vote by proxy by authorizing the Board or a named third party as proxy representative or by postal voting.

Electronic proxy forms or electronic postal votes may be submitted through the Investor Portal on the Company's website www.astralis.gg by using MitID, NemID or username and password.

Physical proxy forms or physical postal votes may be submitted by using the Proxy and Postal Voting Form which can be printed from the Company's website www.astralis.gg. The duly completed, dated and signed Proxy and Postal Voting Form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, Denmark, by email to agm@computershare.dk or by fax to +45 45 46 09 98.

Proxy forms/postal votes may be submitted for shares held at the date of registration as determined on the basis of the Company's share register as well as any information on shareholdings received by the Company but not yet registered in the share register.

Proxy forms (electronic or physical) must be received by Computershare A/S no later than on Friday 7 April 2023 at 11:59 pm CEST, whereas postal voting forms (electronic or physical) must be received by Computershare A/S no later than on Saturday 8 April 2023 at 11:59 pm CEST.

 

SHARE CAPITAL AND VOTING RIGHTS

The Company's share capital is DKK 579,908.93 divided into 57,990,893 shares of DKK 0.01 each. Each share of nominally DKK 0.01 carries one vote at the general meeting.

QUESTIONS

At the General Meeting, the Board and Executive Management will answer questions from the shareholders on matters of relevance to the assessment of the 2020 Annual Report, the Company’s position and other questions to be addressed at the General Meeting. Questions may be submitted in writing until Wednesday 29 March 2023 12:00 noon CEST to Astralis A/S, Otto Busses Vej 7, DK-2450 Copenhagen SV, Denmark, addressed to Director of Communications Steen Laursen or by email to investor@astralis.gg. Questions from shareholders can be asked in both Danish and English. Such questions will be answered in English and may be answered in Danish if so requested by the shareholder.

AGENDA, LANGUAGE, ETC.

No later than 2 weeks before the General Meeting, the following information will also be made available on the Company's website www.astralis.gg:

1. The notice convening the General Meeting with appendices.
2. The total number of shares and voting rights at the date of the notice convening the General Meeting.
3. Any documents to be submitted to the General Meeting, including the agenda and the complete proposals.
4. The forms to be used for voting by proxy and postal voting.

 

DATA PRIVACY

In connection with the General Meeting, the Company collects, processes and retains certain personal data.

PRACTICAL INFORMATION

Registration for the General Meeting will commence on Wednesday 12 April 2023 at 07:30 am CEST. No catering will be served.

Subject to a charge public parking is available at Vesterbrogade, 1620 Copenhagen V or at the parking facilities at Industriens Hus.

 

Best Regards

Astralis A/S

 

Nikolaj Nyholm

Chairman of the Board

Certified Advisor

EY Godkendt Revisionspartnerselskab

Dirch Passers Allé 36

2000 Frederiksberg

Tlf: (+45) 73 23 30 00