| Minutes of an extraordinary general meeting of Photocat A/S, Danish CVR No. 32 35 79 03 (the “Company”) held Monday 4 February 2019 at 2:00 PM in the Company’s offices at Langebjerg 4, 4000 Roskilde, Denmark. |
| The Board had in accordance with the articles of associations appointed Michael Humle as Chairman of the meeting. |
| The Chairman noted that nominally DKK 2,492,496 shares of the Company’s total share capital of nominally DKK 3,248,928 (equal to 76.7%) were present or represented by proxy. |
| The Agenda below with complete motions were presented and voted for unanimously with all votes present. |
| There were no further items on the agenda, and the Chairman then concluded that the agenda had been exhausted. |
| The chairman then declared the Annual General Meeting to be adjourned. |
| Questions regarding this announcement may be directed to CEO Michael Humle on mobile no. +45 22 10 25 23. |
Agenda
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| Complete motions |
| Ad 1. Proposal to authorise the Board on one or more occasions to increase the share capital with up to nominally DKK 2,751,072 shares at market price by payment in cash, conversion of debt or contribution in kind without pre-emption rights for the existing shareholders The background for the Board’s proposal is to make it possible for the Company to raise capital without drawing up a prospectus, and thereby save costs and time for the Company. The Board wishes to use the authorisation to strengthen the Company’s balance sheet, and increase the free cash and working capital, especially to accelerate the Company’s growth strategy with focus on Scandinavia, Germany, Spain and Canada (existing markets). The Board is aware that subscription shall take place at market price. The trading volume of the Company’s shares is modest at present, and especially in connection with a larger fundraising, the Board is of the opinion, that the market price can be below the currently listed share price. It is proposed that the following wording is inserted as a new section 5.3 in the articles: “The Board of Directors is authorised on one or more occasions until 3 February 2024 to increase the share capital with up to nominally DKK 2,751,072 shares at market price by payment in cash, conversion of debt or contribution in kind without pre-emption rights for the existing shareholders and effect the related increases of the Company’s share capital.” With respect to other terms for new shares, the attention is drawn to section 5.3 of the current articles, which will be renumbered to section 5.4 (5.5 if the Board’s second motion is approved. Section 5.3 reads as follows: “All new shares shall be subject to the same rules as the existing shares of the Company. The shares shall be registered in the name of the holder in the Company's register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares” The title of section 5 is proposed changed to “Authorisations” |
| Re 2. Proposal to authorise the Board on one or more occasions to obtain loans, which on market terms determined at the time of obtaining the loans will allow the creditors to convert the loans into shares in the company with up to nominally DKK 2,751,072 shares without pre-emption rights for the existing shareholders |
| The background for the Board’s proposal is to make it possible for the Company to obtain loans that may be converted into shares of the Company as an alternative to issue new shares in accordance with the authorisation proposed under item 1 above. Among other things this will make it possible to let the conversion rate depend on future events. In all events, the conversion rate shall reflect the market price at the time of granting the conversion right. The conversion rate can – and it is very likely that it will – deviate from both the presently listed share price as well as the listed shares price at the time of conversion. It is proposed that the following wording is inserted as a new section 5.3 (5.4 if the Board’s first motion is approved) in the articles: “The Board of Directors is authorised on one or more occasions until 3 February 2024 to obtain loans, which on market terms determined at the time of obtaining the loans will allow the creditors to convert the loans into shares in the company with up to nominally DKK 2,751,072 shares without pre-emption rights for the existing shareholders.” With respect to other terms for new shares, the attention is drawn to section 5.3 of the current articles, which will be renumbered to section 5.4 (5.5 if the Board’s second motion is approved. |
| Re 3. Proposal that the Board’s authorisations according to sections 5.3 and 5.4 of the company’s articles of association may not be used to issue more shares than a total of nominally DKK 2,751,072 new shares |
| The reason for this proposal is that the proposals made under item 1 and 2 shall be considered alternatives, and not allow for a double issue of new shares. The proposal is only relevant if both item 1 and 2 above are approved. It is proposed that the following wording is inserted as a new section 5.6 in the articles: “The Board’s authorisations according to sections 5.3 and 5.4 may not be used to issue more shares than a total of nominally DKK 2,751,072 new shares” |
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