The Board of Directors hereby invite shareholders to the
Extraordinary General Meeting of Green Hydrogen Systems A/S (the
"Company"), CVR-no. 30548701, on
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Thursday 14 November 2024 at 9.30 CET |
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Plesner Law Firm P/S
Amerika Plads 37
DK-2100 Copenhagen
Denmark
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As a result of the financial situation in the Company (reference is
made to company announcement dated 9 October 2024), the Board of
Directors has decided to convene an extraordinary general meeting
to obtain broad authorisations from its shareholders to issue a
number of shares (with or without pre-emption rights), convertible
bonds or to issue warrants in connection with a rights issue. The
background for seeking such authorisations is to obtain full
flexibility to seek a capital injection in the best possible manner
in the interest of the Company. Further, in light of the current
share price and the otherwise applicable limitation of not being
able to issue shares below the nominal value of the shares
(currently DKK 1 per share), the Board of Directors proposes a
capital reduction to reduce the nominal value of each share to DKK
0.01.
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In order to ensure the possibilities of a significant capital
injection even if the capital reduction and the reduction of the
nominal value of each share is not adopted or completed, the
proposed authorisations are based on the current share capital, but
with a limitation of the number of new shares that may be issued so
that the maximum number of new shares that may be issued or
subscribed for under the proposed authorisations are limited to 3
times the current number of issued shares in the Company (items 2
and 4 on the agenda) respectively 20 times the current number of
issued shares in the Company (item 3 on the agenda).
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The Board of Directors has decided that the Extraordinary General
Meeting will be held with the possibility of physical attendance
only.
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The Extraordinary General Meeting will be broadcasted live (the
"Webcast"), so that shareholders, who are unable
to attend the general meeting in person or are represented by
proxy, can follow the general meeting via the internet. The link to
the Webcast will appear on the company’s website
https://www.greenhydrogensystems.com/ well in advance of the
general meeting. Shareholders may follow the transmission without
being registered for the general meeting, but the shareholders will
not have the possibility to ask questions and express their opinion
at the Extraordinary General Meeting via the Webcast. In the event
of a vote, shareholders will not be able to vote through the
Webcast.
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Agenda |
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Proposal to adopt a share capital reduction by way of transfer to a
special reserve, including a proposal to adopt a reduction in the
nominal value of each share
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Proposal to issue an authorisation to the Board of Directors to
issue shares without pre-emption rights
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Proposal to issue authorisations to the Board of Directors to issue
shares with pre-emption rights and warrants without pre-emption
rights
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Proposal to issue an authorisation to the Board of Directors to
issue convertible bonds without pre-emption rights
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Any other business
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Complete proposals |
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Proposal to adopt a share capital
reduction by way of transfer to a special reserve, including a
proposal to adopt a reduction in the nominal value of each
share
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For the purpose of reducing the nominal value of each share in the
Company and thereby providing the Company with additional
flexibility relating to the potential capital increases, the Board
of Directors proposes to adopt a share capital reduction by way of
transfer to a special reserve, see section 188(1)(3) of the Danish
Companies Act. The capital reduction will be completed by effecting
a reduction in the nominal value of each share in the Company from
DKK 1 to DKK 0.01. The proposal has the following wording:
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"The Company’s nominal share capital will be reduced by
nominally DKK 185,856,562.98 from nominally DKK 187,733,902 to
nominally DKK 1,877,339.02 by way of transfer to a special reserve.
The capital reduction will be effected at par value with no share
premium, resulting in a total transfer to a special reserve of DKK
185,856,562.98. The capital reduction will be implemented by
effecting a reduction in the nominal value of each share in the
Company from DKK 1 to DKK 0.01" |
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The proposal implies the adoption of new Articles of Association of
the Company, in which Articles 3.1, 5.5.1 and 7.6 are amended, and
in which new Articles 5.5.2 and 5.6.1 are included, to reflect the
reduced nominal share capital as well as the reduced nominal value
of each share.
The capital reduction, if adopted, cannot be completed until the
expiry of the four-week waiting period as set out in section 192 of
the Danish Companies Act.
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Reference is made to Appendix 1,
comprising a statement from the Board of Directors on events of
material importance pursuant to section 156(2), cf. section 185, of
the Danish Companies Act. Reference is further made to
Appendix 2, comprising a declaration by
the Company's auditor, PricewaterhouseCoopers Statsautoriseret
Revisionspartnerselskab, CVR no. 33 77 12 31, on the statement from
the Board of Directors. Lastly, reference is made to
Appendix 3 and Appendix
4, comprising draft updated Articles of Association
(respectively with and without markup). The draft Articles of
Association also include the amendments proposed under agenda items
2-4.
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Proposal to issue an authorisation to the
Board of Directors to issue shares without pre-emption
rights
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The Board of Directors proposes that the General Meeting authorises
the Board of Directors to issue, in one capital increase, shares of
up to a nominal value of DKK 563,201,706. The maximum number of new
shares that may be issued under the authorisation shall, however,
be limited to 563,201,706 new shares. Hence, if the nominal value
of the shares is reduced from DKK 1 to DKK 0.01 as proposed under
agenda item 1, and such capital reduction is completed, the
authorisation shall be limited to shares of a nominal value of DKK
5,632,017.06, corresponding to 563,201,706 new shares of a nominal
value of DKK 0.01 each. The capital increase may be in the form of
cash contributions, conversion of debt or by contributions of
assets other than cash, i.e. any non-cash contributions. The
capital increase must be effected at market price, as determined by
the Board of Directors. Existing shareholders shall not have
pre-emption rights to subscribe for the new shares. The
authorisation shall apply up to and including the date of the
Company's annual general meeting in 2025. Article 5.8 of the
Articles of Association will apply to any shares issued under the
authorisation. The authorisation will replace the current
authorisation in Article 5.1 of the Articles of Association.
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The proposal implies that the following will be included as a new
Article 5.1 of the Articles of Association:
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"Up to and including the date of the company's annual general
meeting in 2025, the board of directors is authorised to increase
the share capital in one capital increase without pre-emption
rights for the company's existing shareholders by a nominal value
of up to a total of DKK 563,201,706 by issuing new shares. The
maximum number of new shares that may be issued under this
authorisation shall, however, be limited to 563,201,706 new shares
(irrespective of the nominal value of the company's shares). Hence,
if the nominal value of the shares is DKK 1, shares of a nominal
value of DKK 563,201,706 (corresponding to 563,201,706 new shares
of a nominal value of DKK 1) may be issued under this
authorisation, If the nominal value of the shares is DKK 0.01,
shares of a nominal value of DKK 5,632,017.06 (corresponding to
563,201,706 new shares of a nominal value of DKK 0.01 each) may be
issued under this authorisation. The capital increase must be
effected at market price in the form of cash contributions,
conversion of debt or by contributions of assets other than cash,
i.e. any non-cash contributions."
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The proposal implies that Article 5.7 of the Articles of
Association shall be deleted.
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Reference is made to Appendix 3 and
Appendix 4, comprising draft updated
Articles of Association (respectively with and without markup). The
draft Articles of Association also include the amendments proposed
under agenda items 1 and 3-4. |
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Proposal to issue authorisations to the Board of Directors
to issue shares with pre-emption rights and warrants without
pre-emption rights
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The Board of Directors proposes that the General Meeting authorises
the Board of Directors to:
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A) Issue, in one capital increase, shares of up to
a nominal value of DKK 3,754,678,040. The maximum number of new
shares that may be issued under the authorisation shall, however,
be limited to 3,754,678,040 new shares. Hence, if the nominal value
of the shares is reduced from DKK 1 to DKK 0.01 as proposed under
agenda item1, and such capital reduction is completed, the
authorisation shall be limited to shares of a nominal value of DKK
37,546,780.40, corresponding to 3,754,678,040 new shares of a
nominal value of DKK 0.01 each The capital increase must be made in
the form of cash contribution at market price or at a discounted
price, as determined by the Board of Directors. Existing
shareholders shall have pre-emption rights to subscribe for the new
shares. The authorisation shall apply up to and including the date
of the Company's annual general meeting in 2025. Article 5.8 of the
Articles of Association will apply to any shares issued under the
authorisation.
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B) Issue, in one warrant issuance, warrants with
rights to subscribe for shares of up to a nominal value of DKK
3,754,678,040. The maximum number of new shares that may be
subscribed for by way of exercise of the warrants shall, however,
be limited to 3,754,678,040 new shares. Hence, if the nominal value
of the shares is reduced from DKK 1 to DKK 0.01 as proposed under
agenda item 1, and such capital reduction is completed, the maximum
nominal value of shares that may be subscribed for by way of
exercise of the warrants shall be DKK 37,546,780.40, corresponding
to 3,754,678,040 new shares of a nominal value of DKK 0.01 each.
The warrants shall be issued free of charge and may be exercised at
a price corresponding to at least the market price at the time of
the issuance of warrants, however, as a minimum at par value, as
determined by the Board of Directors upon issuance of the warrants.
The authorisation shall apply up to and including the date of the
Company's annual general meeting in 2025. Article 5.8 of the
Articles of Association will apply to any shares issued by way of
exercise of warrants issued under the authorisation. The warrants
will be issued without pre-emption rights for the Company's
existing shareholders as the warrants may only be issued to
subscribers who subscribes for shares as part of the issuance of
shares pursuant to the above A) authorisation, and
each share subscribed for pursuant to the above A)
authorisation shall give the right - but not the obligation - to
subscribe (free of charge) for one warrant. The board of directors
stipulates the additional terms applicable to warrants issued in
accordance with this authorisation.
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The proposal implies that the following will be included as a new
Articles 5.9 and 5.10 of the Articles of Association:
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"Up to and including the date of the company's annual general
meeting in 2025, the board of directors is authorised to increase
the share capital in one capital increase with pre-emption rights
for the company's existing shareholders by a nominal value of up to
a total of DKK 3,754,678,040 by issuing new shares. The maximum
number of new shares that may be issued under this authorisation
shall, however, be limited to 3,754,678,040 new shares
(irrespective of the nominal value of the company's shares). Hence,
if the nominal value of the shares is DKK 1, shares of a nominal
value of DKK 3,754,678,040 (corresponding to 3,754,678,040 new
shares of a nominal value of DKK 1) may be issued under this
authorisation, If the nominal value of the shares is DKK 0.01,
shares of a nominal value of DKK 37,546,780.40 (corresponding to
3,754,678,040 new shares of a nominal value of DKK 0.01 each) may
be issued under this authorisation. The capital increase may be
effected at market price or at a discounted price in the form of
cash contributions or conversion of debt."
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"Up to and including the date of the company's annual general
meeting in 2025, the board of directors is authorised to issue
warrants in one warrant issuance, with rights to subscribe for
shares of a nominal value of up to a total of DKK 3,754,678,040.
The maximum number of new shares that may be subscribed for by way
of exercise of the warrants shall, however, be limited to
3,754,678,040 new shares (irrespective of the nominal value of the
company's shares). Hence, if the nominal value of the shares is DKK
1, the nominal value of shares that may be subscribed for by way of
exercise of the warrants shall be DKK 3,754,678,040 (corresponding
to 3,754,678,040 new shares of a nominal value of DKK 1 each). If
the nominal value of the shares is DKK 0.01, the nominal value of
shares that may be subscribed for by way of exercise of the
warrants shall be DKK 37,546,780.40 (corresponding to 3,754,678,040
new shares of a nominal value of DKK 0.01 each). The board of
directors is likewise authorised to adopt the corresponding capital
increases. The warrants shall be issued free of charge and may be
exercised at an exercise price corresponding to at least the market
price at the time of the issuance of the warrants however, as a
minimum at par value. Warrants may only be issued to subscribers
who subscribes for shares as part of the issuance of shares
pursuant to the authorisation in Article 5.9 and each share
subscribed for pursuant to the authorisation in Article 5.9 shall
give the right - but not the obligation - to subscribe for one
warrant (free of charge). The board of directors stipulates the
additional terms applicable to warrants issued in accordance with
this authorisation."
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The proposal furthermore implies that Article 5.8 will be amended
as follows:
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"New shares issued pursuant to Articles 5.1-5.6 and 5.9-5.10
must be paid up in full; be issued in the name of the shareholder;
be registered in the name of the shareholder in the company's
register of shareholders; be negotiable instruments and carry the
same rights as those conferred by existing shares. The board of
directors is authorised to lay down the additional terms and
conditions for capital increases and warrant issuances effected
pursuant to Article 5.1-5.6 and 5.9-5.10 and to make any amendments
to the articles of association that are deemed necessary as a
result of the warrant issuance or capital increase."
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Reference is made to Appendix 3 and
Appendix 4, comprising draft updated
Articles of Association (respectively with and without markup). The
draft Articles of Association also include the amendments proposed
under agenda items 1-2 and 4.
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Proposal to issue an authorisation to the Board of
Directors to issue convertible bonds without pre-emption
rights
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The Board of Directors proposes that the General Meeting authorises
the Board of Directors to issue, in one bond issuance, convertible
bonds with rights to subscribe for shares of up to a nominal value
of DKK 563,201,706. The maximum number of new shares that may be
subscribed for by way of exercise of the convertible bonds shall,
however, be limited to 563,201,706 new shares. Hence, if the
nominal value of the shares is reduced from DKK 1 to DKK 0.01 as
proposed under agenda item 1, and such capital reduction is
completed, the maximum nominal value of shares that may be
subscribed for by way of exercise of the convertible bonds shall be
DKK 5,632,017.06, corresponding to 563,201,706 new shares of a
nominal value of DKK 0.01 each. Additionally, the maximum number of
new shares that may be issued under this authorisation and the
authorisation proposed under agenda item 2 shall be limited to
563,201,706 new shares in total. The underlying shares of the
convertible bonds shall be subscribed for at a price corresponding
to at least the market price at the time of the issuance of
convertible bonds, however, as a minimum at par value, as
determined by the Board of Directors. Existing shareholders shall
not have pre-emption rights to subscribe for the convertible bonds.
The authorisation shall apply up to and including the date of the
Company's annual general meeting in 2025. Article 5.8 of the
Articles of Association will likewise apply to any shares issued
under the authorisation. The board of directors stipulates the
additional terms applicable to convertible bonds issued in
accordance with this authorisation.
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The proposal implies that the following will be included as a new
Article 5.11 of the Articles of Association:
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"Up to and including the date of the company's annual general
meeting in 2025, the board of directors is authorised to issue
convertible bonds in one bond issuance, with rights to subscribe
for shares of a nominal value of up to a total of DKK 563,201,706.
The maximum number of new shares that may be subscribed for by way
of exercise of the convertible bonds shall, however, be limited to
563,201,706 new shares (irrespective of the nominal value of the
company's shares). Hence, if the nominal value of the shares is DKK
1, the nominal value of shares that may be subscribed for by way of
exercise of the convertible bonds shall be DKK 563,201,706
(corresponding to 563,201,706 new shares of a nominal value of DKK
1 each). If the nominal value of the shares is DKK 0.01, the
nominal value of shares that may be subscribed for by way of
exercise of the convertible bonds shall be DKK 5,632,017.06
(corresponding to 563,201,706 new shares of a nominal value of DKK
0.01 each). The board of directors is likewise authorised to adopt
the corresponding capital increases. The company’s existing
shareholders shall not have pre-emption rights to subscribe for
convertible bonds under this authorisation. The underlying shares
of the convertible bonds must be subscribed for at a price
corresponding to at least the market price at the time of the
issuance of the convertible bonds, however, as a minimum at par
value. The board of directors stipulates the additional terms
applicable to convertible bonds issued in accordance with this
authorisation."
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The proposal furthermore implies that Article 5.8 will be amended
to the following (including the amendments proposed under agenda
item 3):
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"New shares issued pursuant to Articles 5.1-5.6 and 5.9-5.11
must be paid up in full; be issued in the name of the shareholder;
be registered in the name of the shareholder in the company's
register of shareholders; be negotiable instruments and carry the
same rights as those conferred by existing shares. The board of
directors is authorised to lay down the additional terms and
conditions for capital increases, warrant issuances and bond
issuances effected pursuant to Article 5.1-5.6 and 5.9-5.11 and to
make any amendments to the articles of association that are deemed
necessary as a result of the warrant issuance, bond issuance or
capital increase."
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To the extent that the amendment proposed under agenda item 2 is
adopted, this proposal furthermore implies that the following will
be included as a new Article 5.12 of the Articles of
Association:
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"The total amount of capital increases pursuant to Articles 5.1
and 5.11 cannot exceed 563,201,706 new shares (irrespective of the
nominal value of the company's shares). Hence, if the nominal value
of the shares is DKK 1, shares of a nominal value of DKK
563,201,706 (corresponding to 563,201,706 new shares of a nominal
value of DKK 1) may be issued under Articles 5.1 and 5.11, If the
nominal value of the shares is DKK 0.01, shares of a nominal value
of DKK 5,632,017.06 (corresponding to 563,201,706 new shares of a
nominal value of DKK 0.01 each) may be issued under Articles 5.1
and 5.11."
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Reference is made to Appendix 3 and
Appendix 4, comprising draft updated
Articles of Association (respectively with and without markup). The
draft Articles of Association also include the amendments proposed
under agenda items 1-3. |
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Any other business
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Majority requirements |
Adoption of the proposal under items 1 - 4 must be adopted by at
least two-thirds of the votes cast as well as at least two-thirds
of the share capital represented at the Extraordinary General
Meeting, see Article 7.7 of the Articles of Association and section
106(1) of the Danish Companies Act.
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Share capital and voting rights |
On the date of this notice, the nominal share capital of Green
Hydrogen Systems is DKK 187,733,902 divided into shares of a
nominal value of DKK 1 each. Each share of nominally DKK 1 carries
one vote (187,733,902 votes in total).
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Participation and voting rights |
All shareholders holding shares in the Company on the date of
registration have a right to attend and vote at the Extraordinary
General Meeting. The date of registration is Thursday 7 November
2024.
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The number of shares held by each shareholder at the date of
registration is based on information recorded in the Company’s
shareholders’ register at the expiry of the registration date as
well as any notification received by the Company for registration
but not yet entered in the shareholders’ register at the expiry of
the registration date.
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Registration and notice of attendance |
A shareholder wishing to attend the Extraordinary General Meeting
must notify the Company of the shareholder’s attendance no later
than on Monday 11 November 2024 at 23:59 CET. Attendance can be
notified as follows:
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Via the InvestorPortal via the Euronext Securities webpage
https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=-&asident=29509.
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By completing, signing and returning a dated registration form
(notification of attendance) by email to CPH-investor@euronext.com.
Registration forms can be used as found on Green Hydrogen Systems -
General Meetings.
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A shareholder or its proxy holder wishing to register an advisor
for attending the Extraordinary General Meeting must state the name
and email address of the advisor when submitting the notification
of attendance.
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Confirmation on registered attendance will be sent solely by email
to the email address specified upon registration. Accordingly,
please state the email address to which such confirmation is to be
sent.
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Proxy |
Shareholders may attend the Extraordinary General Meeting by proxy
to the Board of Directors or a third party. Proxies can be granted
electronically via the InvestorPortal, or by completing, signing
and returning a dated proxy form by email
CPH-investor@euronext.com. Proxy forms can be found at Green
Hydrogen Systems - General Meetings.
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Proxies must be received by the Company no later than Monday 11
November 2024 at 23:59 CET.
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Proxies can be revoked by the shareholder at any time. Revocation
must be submitted in writing by e-mail to
CPH-investor@euronext.com.
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Postal vote |
Shareholders may vote by post with respect to the agenda items of
the Extraordinary General Meeting. Postal votes can be submitted
electronically via the InvestorPortal, or by completing, signing
and returning a dated postal vote form to
CPH-investor@euronext.com. Postal vote forms can be found at Green
Hydrogen Systems - General Meetings.
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Postal votes must be received by the Company no later than
Wednesday 13 November 2024 at 11:59 CET.
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Postal votes cannot be revoked. |
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Information at the Company’s website |
Further information on the Extraordinary General Meeting and the
following information and documents will be available at the
Company's website https://www.greenhydrogensystems.com/ until and
including the date of the Extraordinary General Meeting:
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The notice convening the Extraordinary General Meeting, including
the agenda and complete proposals
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The total number of shares and voting rights as of the date of this
notice
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Draft updated Articles of Association (with markup)
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Draft updated Articles of Association (without markup)
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Statement from the Board of Directors on events of material
importance pursuant to section 156(2), cf. section 185, of the
Danish Companies Act
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Declaration by the Company's auditor, PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab, CVR no. 33 77 12 31, on
the statement from the Board of Directors
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The Company's latest annual report
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The Company's latest interim report
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Notification of attendance form
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Proxy/postal voting forms applicable to the Extraordinary General
Meeting
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Item 3 – 6 above are attached as Appendix 1 - 4 to this
notice. |
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Questions from shareholders |
Any shareholder can ask questions to the Board of Directors and the
Executive Management about the agenda items or the Company in
general prior to the Extraordinary General Meeting. Such questions
can be submitted by email to lro@greenhydrogen.dk.
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Questions from shareholders submitted prior to the Extraordinary
General Meeting will, as far as possible, be answered in writing
prior to the Extraordinary General Meeting and published at the
Company’s website or presented by the chairman of the Extraordinary
General Meeting and answered at the Extraordinary General
Meeting.
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Furthermore, shareholders who physically attend the Extraordinary
General Meeting may ask questions to the Board of Directors and the
Executive Management at the Extraordinary General Meeting. If a
question cannot be answered at the Extraordinary General Meeting,
the answer will be published at the Company’s website no later than
two weeks after the Extraordinary General Meeting.
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Personal data |
Prompted by requirements set out in the Danish Companies Act, the
Company processes personal information about its shareholders as
part of the administration of the company's register of
shareholders and other communications. The following information is
processed: Name, address, contact information, VP account number,
shareholding and participation in events. Furthermore, the
Extraordinary General Meeting will be broadcasted live by the
Webcast, but the shareholders will not have the possibility to ask
questions and express their opinion at the Extraordinary General
Meeting via the Webcast. In the event of a vote, shareholders will
not be able to vote through the Webcast. You can read more about
how the Company processes personal information on the Company’s
website: Privacy Policy | GHS (greenhydrogensystems.com).
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Language |
The Extraordinary General Meeting will be conducted in Danish and
all representatives of the Company and the chairman of the
Extraordinary General Meeting will make their presentations and
answer questions in Danish. Shareholders may choose to submit
questions and comments in Danish or English.
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The Board of Directors
23 October 2024 |
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Appendix 1 - Statement from the Board of Directors on
events of material importance pursuant to section 156(2), cf.
section 185, of the Danish Companies Act |
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Appendix 2 - Declaration by the Company's auditor,
PricewaterhouseCoopers Statsautoriseret Revi-sionspartnerselskab,
CVR no. 33 77 12 31, on the statement from the Board of
Directors |
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Appendix 3 - Draft updated Articles of Association (with
markup) |
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Appendix 4 - Draft updated Articles of Association (without
markup) |