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 Thursday, 21 December 2023, at 10.00 CET at the Company’s offices, Rentemestervej 80, 2400 Copenhagen NV, Denmark, with the following
Agenda
1. Appointment of chairman of the extraordinary general meeting
2. Proposal by the board of directors to submit an application for delisting of the Company’s shares on Nasdaq First North Growth Market, Sweden
3. Information about opt-in shareholders’ agreement to be entered into post-delisting
4. Proposal on authorization to the chairman of the meeting.
Re item 1. Appointment of the chairman of the Extraordinary General Meeting
The nomination committee proposes that attorney-at-law Andreas Nielsen be appointed as chairman of the meeting. Accordingly, the board of directors will, at the extraordinary general meeting, appoint Andreas Nielsen as chairman of the meeting in accordance with section 6.8.1 of the Company’s articles of association.
Re item 2. Proposal by the board of directors to submit an application for delisting of the Company’s shares on Nasdaq First North Growth Market, Sweden
The board of directors proposes that the Company submits an application for the Company’s shares to be delisted from trading on Nasdaq First North Growth Market, Sweden (the “Proposal”).
Reference is made to the company announcement published on 17 July 2023 concerning the Company’s intention to initiate a delisting of its shares from Nasdaq First North Premier Growth Market Stockholm. The Company announcement includes, inter alia, the background for the proposed delisting, the delisting process, outlook for the Company, and the significance of the Proposal for the Company’s shareholders. The company announcement is enclosed in this notice as schedule A.
If the Proposal is adopted at the extraordinary general meeting, the Company will request Nasdaq First North Premier Growth Market Stockholm to delist the Company's shares from trading. In accordance with good practice on the Swedish stock market, such an application for delisting will be filed no earlier than 3 months after the announcement of 17 July 2023.
Delisting of the Company's shares from trading on Nasdaq First North Premier Growth Market Stockholm is conditional on the request being approved. Until Nasdaq, following the application from the Company, has resolved on a delisting, the Company's shares will continue to be tradable until the last day of trading determined by Nasdaq. Following the last day of trading, the Company's share will be deleted from trading on Nasdaq First North Premier Growth Market Stockholm.
The Company will publish a company announcement in connection with the filing of the application for delisting with Nasdaq and subsequently upon receiving Nasdaq’s approval of the delisting and determination of the last day of trading. The last day of trading is expected to occur within 2-3 weeks from the Company’s filing of the application for delisting.
Re. item 3. Information about opt-in Shareholder Agreement to be entered into post-delisting
All current shareholders will post-delisting be offered to enter into a shareholders’ agreement with all (or the majority) of the Company’s major shareholders. Further, information regarding the key terms of the shareholders’ agreement will be provided at the extraordinary general meeting.
Re. item 4. Proposal on authorization to the chairman of the meeting.
The board of directors proposes to authorize the chairman of the extraordinary 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 extraordinary general meeting which the Danish Business Authority might demand as a condition to register the resolutions passed by the extraordinary general meeting.
Additional information
Adoption requirements
The proposal under agenda item 1 and 4 can be adopted by simple majority. The proposal under agenda item 2 requires that both 2/3 of the votes cast as well as 2/3 of the share capital represented at the extraordinary general meeting, are in favour of the proposals.
Share capital and voting rights
At the time of this notice, the share capital in the Company is nominally DKK 1,149,890.51 divided into 114,989,051 shares, each of a nominal value of DKK 0.01 each. Each share of DKK 0.01 is entitled to one vote at the extraordinary general meeting.
Availability of information
This notice with the agenda, the complete proposals, and schedules have been made public on the Company’s website https://investors.linkfire.com.
Questions to the agenda and other documents for the extraordinary general meeting may be submitted in writing and must be received by the Company no later than Thursday, 14 December 2023, 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, Rentemestervej 80, 2400 Copenhagen NV, Denmark.
Furthermore, shareholders or proxies, physically or electronically present, may ask questions to the board of directors, the executive management and the Company’s auditor at the extraordinary general meeting.
Admission to the extraordinary general meeting and granting of proxy
A shareholder or proxy wishing to attend the extraordinary general meeting, physically or electronically, must submit a request for an admission card or electronic access so that it has been received by the Company no later than Monday, 18 December 2023, at 23.59 CET. Admission cards or electronic access can be requested by submitting the registration form by e-mail (scanned copy) to investors@linkfire.com or by regular mail to Linkfire, Rentemestervej 80, 2400 Copenhagen NV. Admissions cards will be handed out at the entrance to the extraordinary general meeting upon presentation of valid photo identification. Information regarding electronic access will be sent to the individual shareholders who have registered via e-mail no later than Tuesday, 19 December 2023, at 23.59 CET.
The registration form is enclosed to this notice as Schedule B and is also available on the website of the Company, https://investors.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 at expiry of the date of registration on Thursday, 14 December 2023, 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 CET 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 extraordinary 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 B) 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 C) 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 extraordinary 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 the end of business on Thursday, 14 December 2023, at 23.59 CET.
Attendance with an adviser
Shareholders may attend the extraordinary general meeting together with an adviser if they have taken out an admission card or electronic access for themselves and the accompanying adviser no later than Monday, 18 December 2023, at 23.59 CET.
Shareholders, who do not wish to or are unable to attend the extraordinary general meeting may exercise their rights by completing the proxy/absentee vote form enclosed as Schedule C to this notice. The proxy/absentee vote form must be received by the Company no later than Monday, 18 December 2023, at 23.59 CET.
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,
- 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) or;
- Grant a proxy to the chairman of the board of directors to vote in accordance with the voting instructions given.
Electronic access
The extraordinary general meeting will be broadcasted live via webcast. Information regarding electronic access will be sent to the individual shareholders who have registered via email no later than Tuesday, 19 December 2023, at 23:59 CET.
Shareholders participating electronically will have the opportunity to ask questions and make submissions during the extraordinary general meeting. Questions and submissions, for shareholders participating electronically, which are submitted during the extraordinary general meeting via the Q&A function, will be answered and commented on by the management of the Company during the extraordinary general meeting.
It will not be possible to vote on the agenda items of the extraordinary general meeting via webcast.
Shareholders participating in the extraordinary general meeting via webcast are therefore encouraged to vote via postal vote or proxy to the Board of Directors before the general meeting as described in more detail above.
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 extraordinary general meeting will be conducted in the English language without any simultaneous translation being offered.
The following schedules are enclosed to the notice as available at https://investors.linkfire.com:
Schedule A – Company announcement published 17 July 2023
Schedule B – Registration form
Schedule C – Proxy-absentee vote from
—ooOoo—
Copenhagen, 29 November 2023
On behalf of the board of directors
Jesper Eigen Møller, chairman of the board of directors