Linkfire A/S
CVR-no.: 35 83 54 31
The board of directors of Linkfire A/S (the “Company”) hereby convenes an extraordinary general meeting to be held on Monday 14 November 2022 at 10.00 am CET at the Company’s office, Artillerivej 86, 2300 Copenhagen, Denmark with the following
Agenda
1. Proposal to authorise the board of directors to increase the share capital of the Company without pre-emption rights for the existing shareholders at market price
2. Proposal to authorise the chairman of the meeting
In accordance with article 6.8.1 of the Company’s articles of association, the board of directors will at the general meeting appoint Andreas Nielsen as chairman of the meeting.
Re item 1. Proposal to authorise the board of directors to increase the share capital of the Company without pre-emption rights for the existing shareholders at market price
Reference is made to the Company’s regulatory release of 21 October 2022 regarding a directed share issue.
The board of directors proposes that the general meeting in the period until 30 June 2023 authorises the board of directors to increase the share capital in the Company without pre-emption rights for the existing shareholders in one or more issues by up to a nominal amount of DKK 1,109,139.30. The capital increase(s) shall take place at market price and shall be effected by cash payment.
For the issuance of shares based on the above authorisation the following shall apply:
- Partial payment of the subscription amount is not permitted.
- The new shares will be issued without pre-emption rights for existing shareholders, and the pre-emption rights relating to the new shares will not be restricted in respect of future capital increases other than as provided for in the Company’s articles of association.
- There are no restrictions on the transferability of the shares. No shareholder is obliged to have his or her shares redeemed in full or in part.
- The new shares will be issued through Euronext Securities A/S and will be admitted to trading and official listing on Nasdaq First North Growth Market.
- The new shares will be issued in the name of the holder and will be negotiable instruments.
It is proposed that the authorisation is inserted in the articles of association as set out in the draft new articles of association enclosed as Schedule 1 to this notice.
Re item 2. Proposal on authorisation to the chairman of the meeting
The board of directors proposes to authorise the chairman of the general meeting – with right of substitution – to file the resolutions passed with the Danish Business Authority and to make such amendments to the resolutions passed by the general meeting which the Danish Business Authority might demand as a condition to register the resolutions passed by general meeting.
Additional information
Adoption requirements
The approval of the board of directors’ proposal under agenda item 1 requires that both 2/3 of the votes cast as well as 2/3 of the share capital represented at the general meeting are in favor of the proposal.
Agenda item 2 can be adopted by simple majority.
Share capital and voting rights
At the time of this notice, the share capital in Linkfire is nominally DKK 595,320.86 divided into 59,532,086 shares, each of a nominal value of DKK 0.01 each. Each share of DKK 0.01 is entitled to one vote at the general meeting.
Availability of information
This notice with the agenda, the complete proposals and schedules has been made public on the Company’s website (www.linkfire.com).
Questions to the agenda and other documents for the general meeting may be submitted in writing and must be received by the Company no later than Monday 7 November 2022 at 23.59 CET. Written questions with clear identification of the shareholder must be sent to investors@linkfire.com or by regular mail to Linkfire A/S, Artillerivej 86, 2300 Copenhagen, Denmark.
Furthermore, shareholders or proxies, physically present, may ask questions to the board of directors, the executive management and the Company’s auditor on the general meeting.
Admission to the general meeting and granting of proxy
A shareholder or proxy wishing to attend the general meeting must submit a request for an admission card so that it has been received by the Company no later than Thursday 10 November 2022 at 23.59 CET. Admission cards can be requested by submitting the registration form by email (scanned copy) to investors@linkfire.com or by regular mail to Linkfire, Artillerivej 86, 2300 Copenhagen. Admissions cards will be handed out at the entrance to the general meeting upon presentation of valid photo identification. The registration form is enclosed to this notice as Schedule 2 and is also available on the website of the Company, www.linkfire.com.
Registration Date
The shareholders’ right to attend and cast their votes at the general meeting is determined on basis of the number of shares held by the shareholders on the expiry of the date of registration on Monday 7 November 2022 at 23.59 CET. Only shareholders holding shares on the registration date are entitled to attend and vote at the general meeting.
The number of shares held by each shareholder in the Company on the date of registration is calculated at 23.59 pm on the date of registration. The calculation will be based on the registration of shares in the register of shareholders kept by Euroclear Sweden, the register of shareholders and such duly documented notifications to the Company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the Company before 23.59 CET on the date of registration.
Information to shareholders who hold their shares through Euroclear Sweden AB
The following information is to shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden”).
In order to attend the annual general meeting and exercise your voting rights, you must register your voting rights in the register of shareholders kept by Euroclear Sweden and complete the registration form (see schedule 2) in accordance with the instructions set out below.
If you want to exercise your voting right by proxy, you must also register your voting rights in the register of shareholders kept by Euroclear Sweden and complete the proxy-absentee vote form (see schedule 3) in accordance with the instructions set out below.
Registration process for voting rights – Direct-registered holders:
Shareholders who hold their shares on an account directly with Euroclear Sweden, a CSD-account (Sw: VP-konto) will automatically be included in the register of shareholders kept by Euroclear Sweden and do not have to perform any registration regarding voting rights.
Registration process for voting rights – Nominee-registered holders:
To be registered and entitled to vote at the general meeting, shareholders who hold shares via a nominee must act in accordance with the instructions set out below:
Nominee-registered shareholders must request the nominee to register their shares temporarily in their own name in the register of shareholders kept by Euroclear Sweden. The request for registration of voting rights shall be submitted to the nominee in sufficient time to allow the registration to be effective and completed at Euroclear Sweden in due time before end of business on Monday 7 November 2022 at 23.59 CET.
Attendance with an adviser
Shareholders may attend the general meeting together with an adviser if they have taken out an admission card for themselves and the accompanying adviser no later than Thursday 10 November 2022 at 23.59 CET.
Shareholders, who do not wish to or are unable to attend the general meeting may exercise their rights by completing the proxy/absentee vote form enclosed as Schedule 3 to this notice.
On the proxy/absentee vote form. Shareholders may choose to:
- Vote by post (please note, that a vote by post cannot be withdrawn after it has been received by the Company),
- Grant a proxy to a named third party or;
- Grant a proxy to the chairman of the board of directors (votes will be casted in accordance with the board of directors’ and the nomination committee’s recommendations).
Processing of personal data
For information on how your personal data is processed by Euroclear Sweden, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Language
The general meeting will be conducted in the English language without any simultaneous translation being offered.
The following schedules are available at corporate.linkfire.com:
Schedule 1 – Draft new articles of association (in clean and redline)
Schedule 2 – Registration form
Schedule 3 – Proxy-absentee vote form
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Copenhagen, Friday 21 October 2022
On behalf of the board of directors
Jesper Eigen Møller, chairman of the board of directors