Company Announcement 17, 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:

Friday 13 October 2023 at 8:30 am CEST (doors will open at 8:00 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. Proposal to amend the Company’s Article 2.6 of the Articles of Association.

 

Re agenda item 2:

The Board proposes to amend the Articles of Association of the Company by replacing the current section 2.6 of the Articles of Association having the following wording;

Kapitalandelene er registreret hos og udstedes i papirløs form gennem VP SECURITIES A/S, CVR-nr. 21599336. Udbytte betales gennem VP SECURITIES A/S og indsættes på udbyttekonti registreret i VP SECURITIES A/S. Rettigheder vedrørende kapitalandelene skal anmeldes til VP SECURITIES A/S efter reglerne herom.

English version

The shares are registered with and issued in paperless form through VP SECURITIES A/S, business reg. no. 21599336. Dividends are paid through VP SECURITIES A/S and deposited on dividend accounts registered in VP SECURITIES A/S. Rights relating to the shares must be notified to VP SECURITIES A/S according to the rules thereon.

with the following new section 2.6:

Kapitalandelene er frem til 30. november 2023 registreret hos og udstedes i papirløs form gennem VP SECURITIES A/S, CVR-nr. 21599336. Udbytte betales frem til 30. november 2023 gennem VP SECURITIES A/S og indsættes på udbyttekonti registreret i VP SECURITIES A/S. Rettigheder vedrørende kapitalandelene skal frem til 30. november 2023 anmeldes til VP SECURITIES A/S efter reglerne herom. Fra den 30. november 2023 vil kapitalandelene ikke længere være registeret hos og udstedt gennem VP SECURITIES A/S, fra og med hvilket tidspunkt dette punkt 2.6 i vedtægterne bliver uden virkning.

English version

The shares are until 30 November 2023 registered with and issued in paperless form through VP SECURITIES A/S, business reg. no. 21599336. Dividends are until 30 November 2023 paid through VP SECURITIES A/S and deposited on dividend accounts registered in VP SECURITIES A/S. Rights relating to the shares must until 30 November 2023 be notified to VP SECURITIES A/S according to the rules thereon. As of 30 November 2023, the shares will no longer be registered with and issued through VP SECURITIES A/S and this section 2.6 will cease to have effect as of this point in time.

The proposal includes that the Board is authorized, with full right of substitution, to register the change to the Articles of Association with the Danish Business Authority with such reasonable amendments as may be required by the Danish Business Authority to complete such registration.

The reason for the proposal is that after completion of the delisting of the Company adopted on 8 August 2023, it will no longer be necessary to have shares registered and issued through VP SECURITIES A/S why the Board finds that the Company should no longer use resource thereon.

 

VOTING REQUIREMENTS

The proposal and election under item 1 of the agenda may be passed by a simple majority of votes. Item 2 will require that two-thirds (2/3) of the votes and capital present at the Extraordinary General Meeting vote in favor.

 

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 6 October 2023. The shares held by each shareholder are determined at 11:59 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 9 October 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 MitD 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 9 October 2023 11:59 pm CEST, whereas postal voting forms (electronic or physical) must be received by Computershare A/S no later than on 12 October 2023 11:59 pm CEST.

 

SHARE CAPITAL AND VOTING RIGHTS

The Company's share capital is DKK 580.258,93 divided into 58,025,893 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 proposal. Questions may be submitted in writing until 8 October 2023 12:00 pm 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 13 October 2023 08:00 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