MON, FEB 22, 2021 08:23 CET22
Notice is hereby given of an extraordinary general meeting in
LED iBond International A/S
Reg. no. 36041609
on 16 March 2021, at 10 o’clock,
to be held electronically with the following
- Authorisation of the Board of Directors to increase the share capital (cash)
- Election to the Board of Directors
In accordance with section 5.6 of the Articles of Association, the Board of Directors will appoint attorney-at-law Stine Bernt Stryhn as chairperson of the general meeting.
Re 1. Authorisation of the board of directors to increase the share capital (cash)
It is proposed to authorise the Company’s Board of Directors to increase the Company’s share capital one or more times against cash payment, cf. section 155 (1) of the Companies Act.
The following is proposed to apply to the authorization, cf. section 155 (3), cf. section 158 of the Companies Act:
- The capital increase takes place by in-cash contribution.
- The authorization is valid until 15. March 2026.
- The share capital can be increased by a maximum of nominally DKK 158,648.25.
- No partial payment can be made.
- New shares shall belong to the same class as existing shares.
- Existing shareholders shall have pre-emptive subscription rights.
- There shall be no restriction on the pre-emptive right attached to the new shares in future capital increases.
- There shall be no restrictions on the negotiability of the new shares.
- The new shares must be negotiable instruments and be registered by name.
It is proposed that the authorisation be inserted in section 3.3 of the Articles of Association, cf. the enclosed updated Articles of Association.
Re 2. Election to the board of directors
It is suggested to elect Martin Kjær Hansen to the Board of Directors.
Martin Kjær Hansen currently holds the position as Vice President, Head of Group Business Finance at ISS A/S. His professional background centers around the international service industry and the capital markets – most recently as Head of Investor Relations at ISS A/S as well as Deputy Chairman for the Danish Investor Relations Society (DIRF) and further back as an analyst at Jyske Bank. Martin holds a Master’s in Economics & Auditing (Cand. Merc. Aud.) as well as a Master’s in Finance & International Business (Cand. Merc. FIB).
In accordance with the section 120(3) of the Danish Companies Act, it is stated that Martin Kjær Hansen has no other management positions.
If Martin Kjær Hansen is elected to the Board of Directors, Claus Østergaard Pedersen will at the same time resign from the Board of Directors.
Re 3. Authorisation
It is proposed to authorize the chairperson with right of substitution to apply for registration of adopted proposals with the Danish Business Authority.
Electronic general meeting
The extraordinary general meeting is held as an electronic general meeting in accordance with section 8 of the Company’s Articles of Association.
Electronic participation in the general meeting will take place via a portal, which is facilitated by VP Securities A/S. Shareholders who wish to participate in the electronic general meeting must request to participate in accordance with the time limit for ordering admission cards in section 7.2 of the Articles of Association Friday 12 March 2021, at 23.59.
A shareholder with the right to attend and vote in accordance with section 7.1 of the Articles of Association is entitled to attend the general meeting when the shareholders has registered no later than Friday 12 March 2021, at 23.59 o’clock.
Registration can be done via VP Securities A/S’ website, www.vp.dk/gf.
A shareholder or a proxy holder may attend the general meeting with an adviser, if participation has been requested for the adviser.
Confirmation of registration will be sent via e-mail to the e-mail address provided by the shareholder in connection with registration.
Information on the procedure in connection with electronic participation, links to the portal, and information on minimum requirements for the electronic systems used will be sent prior to the general meeting via e-mail to shareholders who have registered for the general meeting.
VP Securities A/S’ portal can be accessed via smartphone, tablet or computer. The portal allows the shareholder to follow the extraordinary general meeting as well as ask questions and cast votes during the live webcast.
Each shareholder is responsible for ensuring that the shareholder has a smartphone, tablet or computer with an Evergreen browser (Edge, Chrome, Firefox or Opera) and that the shareholder at the time of the general meeting has a sufficient and functional Internet connection.
As voting and communication at the general meeting takes place electronically, delays may occur on the electronic lines. In the extreme, these delays can last up to a minute. The Company does not assume responsibility for a shareholder’s questions, comments, amendments or votes cast being received in a timely manner to be considered at the relevant agenda item.
Adoption of the proposal under item 1 of the agenda requires the accession of at least 2/3 of both the votes cast and of the voting capital represented at the general meeting, cf. the Articles of Association section 7.4 and section 106 (1) of the Companies Act.
Adoption of the proposals under item 1 and 3 of the agenda requires a simple majority, cf. section 7.4 of the Articles of Association and section 105 of the Companies Act.
The size of the share capital and voting rights
The company’s share capital amounts to nominally DKK 634,593 divided into shares of DKK 0.05. Each share of DKK 0.05 gives one vote at the general meeting, cf. section 7.3 of the articles of association.
The right to attend and vote at the extraordinary general meeting on 16 March 2021 belongs to shareholders who, on the registration date, Tuesday 9 March 2021 (at 23:59), are listed as a shareholder in the register of shareholders, cf. section 7.1 of the Articles of Association.
The notice including an overview of the total number of shares and voting rights on the date of the notice and the form to be used for proxy voting will be available on the Company’s website www.ledibond.com (Investors) from 22 February 2021.
22 February 2021
The Board of Directors
Rolf H. Sprunk-Jansen, CEO
Mobile: +45 2020 3005
LED iBond International A/S
Agern Allé 5A
+45 7070 7855
Certified advisor contact
Västra Hamnen Corporate Finance
211 19 Malmö
About LED iBond International A/S
Founded in 2014, LED iBond International offers innovative solutions for integrating light and data, based on the company’s deep knowledge of modern LED technology and many years of development. The patented technology includes the lightest and thinnest LED basis available, offering a unique value proposition combining total design flexibility, full IoT integration and low total costs of ownership. LED iBond’s technology has been deployed in many projects, ranging from intelligent shelf lighting to large scale indoor illumination projects such as the installation of 3.2 kilometres of Tracy®, the company’s innovative flagship product, at DTU, the Technical University of Denmark.
Due to the data transfer capabilities, superior form factor and cooling properties of the technology platform, LED iBond is focusing on three business areas: smart buildings, UV-C disinfection and vertical farming, all projected to show significant growth in the years to come.