The annual general meeting of Initiator Pharma A/S (reg. no. 37663808 the "Company") was held at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE on 24 May 2024 at 10.00 AM CEST.
The agenda of the annual general meeting was as follows:
- Appointment of chairman of the meeting.
- The board of directors’ report.
- Adoption of the annual report.
- A resolution to distribute the profit or cover the loss according to the adopted annual report.
- Approval of the remuneration of the board of directors.
- Election of members to the board of directors.
- Appointment of auditor.
- Any proposals received.
- Presentation and advisory vote on the Remuneration Report 2023.
- Proposal from the board of directors re. authorisation to conduct capital increase with pre-emption rights.
- Proposal from the board of directors re. authorisation to conduct capital increase without pre-emption rights.
- Authorisation to the chairman of the meeting.
- Any other business.
The board of directors had appointed attorney Ulrik Bangsbo Hansen as chairman of the general meeting in accordance with the Company’s articles of association.
The chairman of the meeting established that the general meeting had been duly convened and was quorate.
The following resolutions was passed by the general meeting:
Re item 1 Appointment of chairman of the general meeting.
The general meeting appointed Ulrik Bangsbo Hansen as chairman of the general meeting.
Re item 2 The board of directors’ report.
The board of directors had proposed that the general meeting took note of the board of directors’ report on the Company’s activities in the past financial year. The report was presented by CEO Claus Olesen on behalf of the board of directors.
The general meeting took note of the board of directors’ report on the Company’s activities in the past financial year.
Re item 3 Adoption of the annual report.
The board of directors had proposed that the general meeting adopted the annual report for 2023.
The general meeting adopted the annual report for the financial year 2023.
Re item 4 A resolution to distribute the profit or cover the loss according to the adopted annual report.
The board of directors had proposed that the loss for the year as recorded in the annual report for 2023 as adopted by the general meeting be carried forward to next year.
The general meeting adopted the board of director’s proposal to carry forward the loss recorded in the annual general report for 2023.
Re item 5 Approval of the remuneration of the board of directors.
The board of directors had proposed that the chairman of the board of directors should receive 220,000 DKK and that ordinary board members should receive 90,000 DKK.
The general meeting approved the proposal for remuneration of the board of directors.
Re item 6 Election of members to the board of directors.
The board of directors had proposed to re-elect the following candidates:
- Magnus Persson
- Annette Colin
- Henrik Moltke
- Peter Holm
- Gunilla Ekström
- Claus Olesen
The general meeting re-elected Magnus Persson, Annette Colin, Henrik Moltke, Peter Holm, Gunilla Ekström and Claus Olesen as members of the board of directors.
After the general meeting, the board of directors constituted itself and elected Magnus Persson as chairman of the board of directors. CEO and member of the board of directors Claus Olsen informed the Company that he will waive his remuneration as board member.
Re item 7 Appointment of auditor.
The board of directors had proposed that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed.
The general meeting elected Deloitte Statsautoriseret Revisionspartnerselskab as the company’s auditor.
Re item 8 Any proposals received.
The general meeting took a position on the following proposals:
Re item 8.1 Presentation and advisory vote on the Remuneration Report for 2023.
The board of directors had proposed that the Remuneration Report 2023 be adopted by the General Meeting by advisory vote.
The general meeting adopted the Remuneration Report for 2023 by advisory vote.
Re- item 8.2. Proposal from the board of directors to re. authorisation to conduct capital increase with pre-emption rights.
The board of directors had proposed that the general meeting extended and increased the authorisation in article 4a in the Company’s articles of association for an additional year.
The general meeting adopted the proposal.
The following will be inserted in new article 4.a in the Company’s articles of association (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 24. maj 2025 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 2.354.093,910 med fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. Bestyrelsen fastsætter kursen, som kan være til eller under markedskurs.
For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. |
The board of directors is authorised until the period ending 24 May 2025, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 2,354,093.910 with pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out by way of cash contribution, contribution in kind or debt conversion. The board of directors determines the subscription price that may be set at market value or at a price below market value.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Re item 8.3 Proposal from the board of directors re. authorisation to conduct capital increase without pre-emption rights.
The board of directors had proposed that the general meeting extended and increased the authorisation in article 4b in the Company’s articles of association for an additional year.
The general meeting adopted the proposal.
The following will be inserted in new article 4.b in the Company’s articles of association (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 24. maj 2025 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 1.177.047,06 uden fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld til markedskurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. |
The board of directors is authorised until the period ending 24 May 2025, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 1,177,047.06 without pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out at least at market value by way of cash contribution, contribution in kind or debt conversion.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Re item 8.4 Authorisation to the chairman of the meeting.
The board of directors had proposed to authorise attorney-at-law Ulrik Bangsbo Hansen (with a right of substitution) on behalf of the Company to apply the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
The general meeting adopted the proposal.
The Company will publish the new and updated articles of association on its website, when the articles of association have been registered with the Danish Business Authority. The Company notes that the Company’s articles of association only exist in a Danish language version.
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Re item 9 Any other business.
There was no other business to be discussed.
The annual general meeting was adjourned at 10:30 AM CEST.