Resolutions of annual general meeting
Company Announcement No. 10-2023
Results of MapsPeople's ordinary general meeting
Today, 18 April 2023, MapsPeople A/S held its ordinary general meeting in accordance with the notice and agenda announced on 3 April 2023, at which the following resolutions were adopted:
- The report on the company's activities during the past financial year was noted.
- The audited annual report of 2022 was approved.
- The resolution to grant the board of directors and executive management discharge for the financial year 2022 was adopted.
- The resolution on distribution of profit or covering of loss was adopted. Therefore, the financial year 2022's result is transferred to the next year.
- The remuneration report of 2022 was approved in the indicative vote and the proposed resolution for new remuneration for the board of directors for the current year was adopted.
- The following were all re-elected to the board of directors: Lars Henning Brammer, Jacob Bratting Pedersen, Christian Samsø Dohn, Rasmus Mencke & Michael Gram.
- Deloitte Statsautoriseret Revisionspartnerselskab, CVR no. 33963556 was re-elected as the company's auditor.
- The board of directors was authorized with issuing warrants for a total nominal value of up to DKK 70,000 and in accordance with the terms stated in the notice convening the ordinary general meeting, and item 4.16 of the articles of association was updated accordingly with the following complete wording:
“At the annual general meeting on 18 April 2023, the company authorized the board of directors to issue warrants (options) on one or more occasions and to resolve the related capital increase. The authority is valid until 18 April 2028 and includes a total amount of up to a nominal value of DKK 70,000 corresponding to a total of up to 3,500,000 warrants.
For warrants issued pursuant to this authorization and for the related capital increases, the following apply: each warrant entitles the holder to subscribe for one share of a nominal value of DKK 0.02 in the company, partial payment cannot be carried out; the company's shareholders shall not have pre-emptive rights to the issued warrants, the shareholders shall not have pre-emptive rights to the shares which are subscribed based on the warrants concerned, the new shares issued as a result of exercise of warrants shall be negotiable instruments, the new shares shall be registered in the holder’s name and recorded in the company’s shareholders register shares, no restrictions on negotiability of the new shares and no obligations on redemption of the new shares shall apply.
The terms for the issuance of warrants are determined by the board of directors, including the rules on the terms of exercise of warrants, the exercise price in event of exercise of the warrants, as well as the recipients' legal position in the event of capital increase, capital reduction, issuance of new warrants, issuance of convertible debt instruments and the company's dissolution, merger or division before the exercise date.
The board of directors determines the other terms of the implementation of the capital increase, including the timing of the rights to the new shares.
The board of directors may in accordance with the Danish Companies Act, reuse or reissue any expired or unexercised warrants, provided that the reuse takes place within the terms and time limits set out in the above authorization. Reuse means the right of the board to allow another party to enter into an already existing agreement on warrants. Reissue means the ability of the board of directors to reissue new warrants within the same authorization if the warrants already issued have lapsed.
The resolution of the board of directors to issue warrants shall be included in the articles of association. The board of directors is authorized to make the related amendments to the articles of association.”
The new articles of association and other changes will be filed with the Danish Business Authority as soon as possible after the ordinary general meeting.
Immediately after the annual general meeting, the board of directors elected Lars Henning Brammer as chairman and Jacob Bratting Pedersen as deputy chairman.
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FURTHER INFORMATION
MapsPeople A/S
Morten Brøgger, CEO
Mobile (+45) 31 23 48 72
Email mobr@mapspeople.com
Stigsborgvej 60, 9400 Nørresundby
Denmark
Certified Advisor
Grant Thornton
Stockholmsgade 45
2100 Copenhagen Ø
Denmark
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by MapsPeople in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, company description or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in MapsPeople except as described in this company announcement.
Neither the existing shares of MapsPeople (the "Existing Shares") nor the New Shares have been, or will be, registered under the United States Securities Act of 1933, as amended ("Securities Act"). Neither the Existing Shares nor the New Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Private Placement is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication of a prospectus, registration or other measures.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. MapsPeople has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.
April 18, 2023
