ROBLON A/S Minutes of the annual general meeting in Roblon A/S
On 28 January 2021, the annual general meeting of Roblon Aktieselskab, CVR no: 57 06 85 15, was held in Det Musiske Hus at the address Rådhus Allé 98, 9000 Frederikshavn.
The agenda was as follows:
- Election of a chairman of the meeting
- Report by the Board of Directors on the activities of the Company
- Presentation of the audited annual report and any consolidated financial statements for approval
- Resolution as to the appropriation of profit or covering of loss according to the approved annual report
- Resolution to discharge the members of the Board of Directors and the Executive Management from liability
-
Proposals received
Proposals from the Board of Directors: - Authorization to purchase own shares
- Remuneration report
- Amendments to the Company's Articles of Association
- Election of members to the Board of Directors
- Appointment of one or two auditors
- Any other business
Agenda item 1 Election of a chairman of the meeting
Lawyer Anker Laden-Andersen was unanimously elected as chairman of the meeting. The chairman stated that it follows from the Company's Articles of Association § 8, section 3 that the general meetings are to be convened through the Danish Business Authority's IT system at a notice of not less than three and not more than five weeks.
Convention was made via the Danish Business Authority's IT system and via the Company's website on 23 December 2020, ie. 5 weeks before the general meeting.
In addition, those persons, who have requested a notice by ordinary letter or e-mail, have received a notice on 23 December 2020.
It also follows from the Company's Articles of Association § 8, section 2, that the general meeting must be held within 4 months after the end of the financial year. The Company's financial year expires on 31 October. The general meeting is therefore held 2 months and 28 days after the end of the financial year.
Finally, the Company must announce at least 8 weeks before the general meeting is held when the general meeting is planned to be held. The Company announced this in the financial calendar on the Company's website on September 17, 2019.
The chairman stated that no proposals had been received from the shareholders.
Thereafter, the chairman declared that the general meeting was lawful and quorate.
Agenda item 2 Report by the Board of Directors on the activities of the Company
The Board of Directors reported on the Company's activities in the past year in line with the report in the annual report.
The general meeting took note of the report.
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The chairman stated that The Board of Directors' report will be posted on Roblon's website in Danish and English language, respectively.
Agenda item 3 Presentation of the audited annual report and any consolidated financial statements for approval
The Company's audited annual report with auditor's endorsement for the period 1 November 2019 to 31 October 2020 was submitted for approval. The chairman stated that no shareholder had raised objections to the approval of the annual report, and thereby it was approved by the general meeting.
Agenda item 4 Resolution as to the appropriation of profit or covering of loss according to the approved annual report
The Board of Directors proposes that no dividend is paid.
The proposal was adopted by the general meeting.
Agenda item 5 Resolution to discharge the members of the Board of Directors and the Executive Management from liability
The Board of Directors proposes to discharge the Board of Directors and the Executive Management from liability.
The proposal was adopted by the general meeting.
Agenda item 6 Proposals received
6.1 Authorization to purchase own shares
The Board of Directors proposes that the annual general meeting authorizes the Board of Directors to permit the Company to acquire its own shares up to 10% of the share capital until 30/6 2022 and at a price that may not exceed 10% from the price quoted on Nasdaq OMX Copenhagen A/S at the time of acquisition.
The proposal was adopted by the general meeting.
6.2 Remuneration report
The Board of Directors proposes that the general meeting approves the remuneration report proposed by the board of directors as it is attached as appendix to the notice for the general meeting.
The remuneration report was approved by the general meeting.
6.3 Amendments to the Company's Articles of Association
The Board of Directors proposes to amend the Company's Articles of Association allowing the Company to hold fully or partially electronic general meetings.
The Board of Directors proposes the following wording added to § 8: "The Company's general meetings are held in the municipality of the Company's registered office, in the municipality of Aalborg, in the municipality of Copenhagen "or electronically cf. § 12 of the Articles of Association" at the discretion of the Board of Directors.
The Board of Directors proposes to add the following new § 12 regarding electronic general meetings: "The Board of Directors is authorized to decide that general meetings are held fully or partially electronically. "The Board of Directors must ensure that electronically held general meetings are conducted in a secure manner and must ensure that the applied system is designed so that the legislation's requirements for holding general meetings are met, including in particular shareholders' access to attend, speak and vote at general meetings. The system must make it possible to determine which shareholders are participating, which share capital and voting rights they represent, as well as the result of voting. Through their own Internet
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connection, the shareholders join a virtual forum where the general meeting is held. The Board of Directors determines the detailed requirements for the systems applied at electronic general meetings. In the notice convening the electronical general meeting the detailed requirements to the electronic equipment to be used when attending the general meeting are stated. It is also stated, how the registration takes place and where the shareholders can find information about the procedure in connection with the general meeting."
The Board of Directors propose to update the standard agenda for the annual general meeting to reflect the new requirements in the Danish Companies Act, according to which Roblon must submit a remuneration report for an indicative vote at the annual general meeting from 2021 onwards. The Board of Directors proposes to add the following new § 9.5 to the standard agenda: "Approval of remuneration report".
The proposal was adopted by the general meeting.
Agenda item 7 Election of members to the Board of Directors
Valg af medlemmer til bestyrelsen
The Board of Directors proposes re-election of Jørgen Kjær Jacobsen, Ole Lønsmann Andersen, Peter Sloth Vagner Karlsen and Randi Toftlund Pedersen.
The proposal was adopted by the general meeting.
Agenda item 8 Appointment of one or two auditors
The Board of Directors proposes re-election of PwC as the Company's auditor.
The proposal was adopted by the general meeting.
Agenda item 9 Any other business
There was nothing to consider under this item.
The chairman closed the general meeting.
_____________________________________
Anker Laden-Andersen
Chairman
At the subsequent board meeting, the board constituted itself with Jørgen Kjær Jacobsen as chairman and Ole Lønsmann Andersen as deputy chairman.
Frederikshavn, 28 January 2021
Roblon A/S
____________________________________ | _________________________________ |
Jørgen Kjær Jacobsen | Lars Østergaard |
Chairman of the Board | Managing Director |
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Roblon A/S published this content on 28 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2021 16:45:06 UTC.
