COMPANY ANNOUNCEMENT
Odense, April 18th, 2024
Company Announcement no. 49 – 18.04.2024
Results of annual general meeting 2024
Danish Aerospace Company A/S
CVR no.: 12 42 42 48
On Thursday April 18th, 2024, the annual general meeting of Danish Aerospace Company A/S was held.
The agenda was 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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The annual meeting approved the following matters:
Ad. 1. Election of chairperson for the annual meeting.
Chantal Pernille Patel Simonsen was elected as chairperson for the annual general meeting. The chairperson noted that the annual general meeting had been legally convened and was competent to transact business.
Ad. 2. The Board of Directors’ report on the company’s activities in the past financial year.
The Annual General Meeting took note of the company’s activities in 2023.
Ad. 3. Presentation of the 2023 annual report including auditor’s report for approval.
The annual report for 2023 was presented and unanimously approved.
Ad. 4. Decision on use of profit or coverage of deficit in regard to the approved annual report.
It was decided that the profit of 2,019,741 DKK will be transferred to next fiscal year.
Ad. 5. Authorization to increase the company’s share capital.
The Board of Directors’ proposal to amend the current §2A.1.2 of the Articles of association regarding authorization to increase the company’s share capital was approved.
Consequently, the wording of §2A.1.2 of the Articles of association is as follows:
§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).”
§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’ proposal to amend the current §2A.2.1 of the Articles of association regarding authorization to issue warrants was approved.
Consequently, the wording of §2A.2.1 of the Articles of association is as follows:
§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.”
§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.
The following were re-elected for the board of directors:
Ad. 7.1. Chairman Niels Heering
Ad. 7.2. Deputy chairman Søren Bjørn Hansen
Ad. 7.3. Board member James V. Zimmerman
Board member Tina Moe has decided to step down as board member.
Ad. 8. Election of auditor
PricewaterhouseCoopers was re-elected as the company’s auditor.
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’ proposal to amend §3.5 of the articles of association regarding the option and flexibility to conduct Annual General meetings as partially or fully online was approved.
Consequently, the wording of §3.5 is as follows:
§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.”
§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.
The general meeting was closed.
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For further information, please contact:
Danish Aerospace Company A/S:
Chairman, Niels Heering
Cell: +45 40 17 75 31
CEO Thomas A.E. Andersen
Cell: +45 40 29 41 62
Certified Adviser:
Baker Tilly Corporate Finance P/S
(CVR-no. 40073310)
Poul Bundgaards Vej 1, 1.
DK-2500 Valby
Tel.: +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.
