COMPANY ANNOUNCEMENT
Odense, March 25th, 2024
Company Announcement no. 48 - 25.03.2024
Notice of Annual General Meeting 2024
Danish Aerospace Company A/S
CVR no.: 12424248
Correction: The corrections made are the registration date has been moved from April 10th to 11th, Sections 5 and 6 have been clairfied and Co-chairmand Søren Bjørn Hansen's status has changed from Independant to non-independant.
The board of directors is pleased to announce that the Annual General Meeting 2024 for Danish Aerospace Company A/S, company registration (CVR) no. 12 42 42 48 (“DAC”) will be held on Thursday April 18th, 2024, at 16:00 AM. The meeting will be held at Gorrissen Federspiel, Axeltorv 2, 1609 Copenhagen V. Doors will open for registration of attendance at 15:30. There will not be catering at this years’ meeting.
In accordance with DAC by-laws article 3.9 the agenda will be as follows:
1. Election of chairperson for the Annual Meeting.
2. The Board of Directors’ report on the company’s activities in the past financial year.
3. Presentation of the 2023 Annual Report including auditor’s report for approval.
4. Decision on use of profit or coverage of deficit in regard to the approved annual report.
5. Authorization to increase the company’s share capital.
6. Authorization to issue warrants.
7. Election of members for the Board of Directors, including chairman and deputy chairman.
1.1 Election of chairman.
1.2 Election of deputy chairman.
1.3 Election of remaining members of the board.
8. Election of auditor.
9. Proposals from the Board of Directors or shareholders.
9.1 New §3.5 in Articles of association on the option to conduct Annual General Meetings as partially or fully online assemblies.
10. Any other business.
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Items on the agenda, including complete proposals.
Ad. 1. Election of chairperson for the annual meeting.
The board of directors proposes Chantal Pernille Patel Simonsen as chairperson for the annual general meeting.
Ad. 2. The Board of Directors’ report on the company’s activities in the past financial year.
The Board of Directors proposes that the report on the Company’s activities in 2023 is noted by the annual general meeting.
Ad. 3. Presentation of the 2023 annual report including auditor’s report for approval.
The board of directors recommends that the annual report 2023 is approved.
Ad. 4. Decision on use of profit or coverage of deficit in regard to the approved annual report.
The board of directors recommend to the attendees that the profit of 2,019,741 DKK is transferred to next financial year.
Ad. 5. Authorization to increase the company’s share capital.
The Board of Directors suggests that in the Articles of association a new §2A.1.2 is inserted. The Board of Directors’ current authorization to increase the company’s share capital (without pre-emption rights) with up to 2.181.670 shares expires on April 29th, 2024. The authorization has not been utilized and is the equivalent of 20% of the current share capital. It is suggested that the existing authorization is extended by 5 years.
Suggested Danish text of §2A.1.2: ” Bestyrelsen er indtil den 18. april 2029 bemyndiget til uden fortegningsret for selskabets eksisterende aktionærer at forhøje selskabets aktiekapital ad en eller flere gange med op til nominelt DKK 218.167. Forhøjelsen skal ske til markedskurs og skal ske ved kontant indbetaling, konvertering af gæld eller i forbindelse med hel eller delvis overtagelse af en bestående virksomhed (apportindskud).”
Suggested English text of §2A.1.2: “Until 18th of April 2029 the Board of Directors is authorized to increase the company’s share capital one or more times by up to nominally DKK 218,167. The increase shall be made at market price and against cash payment, conversion of debt or against acquisition, in whole or part, of an existing business (contribution in kind).”
Ad. 6. Authorization to issue warrants.
The Board of Directors suggests that in the Articles of association a new §2A.2.1 is inserted Until April 29th, 2024, the Board of Directors is authorized to issue 134.521 warrants to the Board of Directors, management and other employees. It is suggested that the existing authorization is extended by 5 years.
Suggested Danish text of §2A.2.1: ”Bestyrelsen er bemyndiget til i perioden indtil den 18. april er 2029 ad en eller flere gange at udstede op til 1.090.833 aktietegningsretter (warrants), der giver ret til tegning af op til nominelt DKK 109.083,30 aktier i selskabet ved kontant indbetaling.”
Suggested English text of §2A.2.1: “Until 18th of April 2029 the Board of Directors is authorized to increase the company’s share capital one or more times to issue up to 1,090,833 share subscription rights (warrants) to subscribe for up to nominally DKK 109.083.30 shares in the company against cash payment.”
Ad. 7. Election of members for the Board of Directors, including chairman and vice chairman.
In accordance with the by-laws the, by the attendees, elected board members of the annual meeting, is elected for 1 year at a time cf. by-laws article 4.1.
Ad. 7.1. Election of chairman.
The board proposes re-election of chairman Niels Heering as chairman of the board.
Please see Appendix 1 and https://www.danishaerospace.com/en/investor-relations for a description of the nominated candidates’ qualifications, including information on other management positions held by the nominated candidates.
Ad. 7.2. Election of deputy chairman
The board proposes re-election of Søren Bjørn Hansen as Deputy chairman of the board.
Please see Appendix 1 and https://www.danishaerospace.com/en/investor-relations for a description of the nominated candidates’ qualifications, including information on other management positions held by the nominated candidates.
Ad. 7.3. Election of remaining members of the board.
The board proposes re-election of James V. Zimmerman as members of the board and Tina Moe is not up for re-election.
Please see Appendix 1 and https://www.danishaerospace.com/en/investor-relations for a description of the nominated candidates’ qualifications, including information on other management positions held by the nominated candidates.
Ad. 8. Election of auditor
The board of directors suggests re-election of PricewaterhouseCoopers.
Ad. 9. Proposals from the Board of Directors or shareholders
9.1 New §3.5 in Articles of association on the option to conduct Annual General Meetings as partially or fully online assemblies.
The Board of Directors suggests that in the Articles of association a new §3.5 is inserted, which provides the company with the option and flexibility to conduct Annual General meetings as partially or fully online assemblies provided that the Annual General Meeting is conducted properly, and that the additional legal requirements, which are applicable to a partially or fully conducted online Annual general meeting are met. The following text will be inserted in the Articles of association as a new §3.5:
Suggested Danish text of §3.5: ”Generalforsamlinger afholdes i selskabets hjemstedskommune eller i København. Bestyrelsen kan beslutte, at generalforsamlinger afholdes elektronisk uden fysisk tilstedeværelse. Beslutningen om at afholde en elektronisk generalforsamling kræver, at generalforsamlingen kan afvikles på betryggende vis, og at aktionærerne kan udøve deres aktionærrettigheder på generalforsamlingen elektronisk. Såfremt bestyrelsen beslutter at afholde en generalforsamling elektronisk, vil yderligere oplysninger om fremgangsmåden ved elektronisk deltagelse være tilgængelige på selskabets hjemmeside og i indkaldelsen til generalforsamlingen.”
Suggested English text of §3.5: “General meetings shall be held in the municipality of the company’s domicile or in Copenhagen. The Board of Directors may decide to hold general meetings electronically without physical attendance. A decision to conduct a general meeting electronically requires that the general meeting can be conducted in a proper manner ensuring that shareholders will be able to exercise their shareholder rights by electronic means. If the Board of Directors decides to conduct an electronic general meeting, further details on the procedures for electronic attendance and participation will be provided on the Company’s website and in the notice to convene the general meeting.”
Ad. 10. Any other business.
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The agenda and complete proposals are included in this notice.
This notice, including agenda and the complete proposals, as well as; authorization-/absentee vote and registration forms for the Annual Meeting can be found at: Investor Relations - Danish Aerospace Company from Wednesday March 27th, 2024.
This notice, including agenda and the complete proposals, as well as; authorization-/absentee vote forms will also be sent via email on Wednesday March 27th, 2024, to shareholders registered by name, which have requested this.
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Adoption requirements
The proposals under item 5 and 6, as well as 9.1 on the agenda shall be passed by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the annual general meeting.
All other proposed resolutions on the agenda shall be passed by a simple majority of votes cast.
Share capital and voting rights
Equity capital in Danish Aerospace Company A/S is nominal 1,090,833 DKK and each share amount for 0.10 DKK represents 1 (one) vote at the annual meeting.
To participate in the annual meeting and to place your vote, you must adhere to the following procedure:
A shareholders’ right to participate in an annual meeting and to place one’s vote is determined by the number of stocks the shareholder owns at the time of registration.
Registration date is Wednesday April 11th, 2024
A shareholders’ shareholding and right to vote is established on the date of registration on the basis of the noting of the shareholders ownership in the register of shareholders (Ejerbogen), moreover including announcements of ownership, which DAC has received in regard to entry in the register of shareholders.
Furthermore, attendance is subject to the shareholder having registered his/her participation as described below.
Notification of attendance
To gain access to the DAC annual meeting, the shareholder must have requested admission with Danish Aerospace Company A/S no later than Monday April 15th, 2024, at 23:59 p.m.
A shareholder or his/her proxy holder may attend the general meeting together with an advisor, provided that notification of the advisor’s participation has been timely provided.
Notification of participation may be provided by completing, signing and returning the form for notification of attendance (which may be downloaded from the Company’s website, https://www.danishaerospace.com/en/investor-relations
The signed and completed form may be sent to Danish Aerospace Company A/S at Investor_Relations@DanishAerospace.dk or by regular mail to Danish Aerospace Company A/S, Hvidkærvej 31A st., DK-5250 Odense SV. The form must be received by Danish Aerospace Company A/S no later than Monday April 15th, 2024, at 23.59.
Ballots
Ballots are handed out at the annual general meeting.
Voting
Shareholders unable to attend have the opportunity to either give proxy or to postal vote, however, both are not permitted.
Proxy
Shareholders have the opportunity to forward proxy, if they themselves are unable to attend. Proxy can be given electronically via email Investor_Relations@DanishAerospace.com or by regular mail to Danish Aerospace Company A/S, Hvidkærvej 31A st., DK-5250 Odense SV.
Signed authorizations must be received no later than Monday April 15th, 2024, at 23:59 p.m.
Postal votes
Postal votes can be given in writing by using the absentee vote form which is available at: https://www.danishaerospace.com/en/investor-relations.
The completed, signed form must be received by Danish Aerospace Company A/S at; Investor_Relations@DanishAerospace.com or by regular mail to Danish Aerospace Company A/S, Hvidkærvej 31A st., DK-5250 Odense SV no later than Wednesday April 17th, 2024, at 15:00p.m.
Postal votes received by the company cannot be recalled.
Questions
Shareholders have the opportunity to ask questions to the agenda and other documents for the Annual Meeting. The questions can be sent via mail at: Investor_Relations@DanishAerospace.com or by regular mail to Danish Aerospace Company A/S, Hvidkærvej 31A st., DK-5250 Odense SV. Forwarded questions will be answered in writing or verbally at the annual meeting.
Additional information
Until and including the date of the annual meeting, the following additional information will be available on the Company’s website, https://www.danishaerospace.com/en/investor-relations :
- Notice of the annual meeting, including the agenda and the complete proposals as well as Appendix 1 regarding board candidates
- The Company’s annual report 2023;
- Form for notification of attendance;
- Proxy and postal form; and
- The total number of shares and voting rights as at the date of the notice.
The annual meeting will be conducted in Danish.
Personal data
In regard to gathering and processing of personal data, please refer to Danish Aerospace Company A/S’ information sheet regarding GDPR in connection with the company’s annual meeting which can be found on the company website here: https://www.danishaerospace.com/en/investor-relations.
Danish Aerospace Company A/S
The Board of Directors
For further information, please contact:
Danish Aerospace Company A/S:
Chairman Niels Heering.
Mobil: +45 40 17 75 31
CEO Thomas A.E. Andersen
Mobil: +45 40 29 41 62
Certified Adviser:
Baker Tilly Corporate Finance P/S
Poul Bundgaards Vej 1
DK-2500 Valby
Tlf.: +45 33 45 10 00
www.bakertilly.dk
About Danish Aerospace Company A/S:
Danish Aerospace Company (DAC) is a high-tech company operating in the area of advanced medical instrumentation and other engineering fields primarily within space applications.
Our products are based on many years of specialized research and development. These consist of developing, integrating, and applying new as well as established medical technologies to the challenges of functioning and remaining reliable in space. These products and services bring the potential of space research and experience from space operations down to Earth for the benefit of all mankind.
Danish Aerospace Company employs engineers and technicians who deliver full engineering, production, and technical services for our customers. We have specialized in customer specific design, development, manufacturing, certification, maintenance, testing, and operations.
The company has developed five generations respiratory equipment for spaceflight, ergometers for astronauts, countermeasures, adapted several commercial medical equipment for spaceflight and has participated in the development of the minus eighty-degree Celsius freezers.
The Company’s quality system is certified in obligation to BS EN ISO 9001:2015, BS EN 9100:2018 technical equivalent to AS9100D that is the acknowledged standard in the area.
Note: This is a translation of the corresponding Company Announcement in Danish. In case of discrepancies between the Danish wording and the English translation, the Danish wording prevails.
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