Results of annual general meeting 2024
COMPANY ANNOUNCEMENT
Odense, April 18th, 2024
Company Announcement no. 49 –
18.04.2024
Results of annual general meeting
2024
Danish Aerospace Company
A/SCVR 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 HeeringCell: +45 40 17 75 31
CEO Thomas A.E. AndersenCell: +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.
www.DanishAerospace.com