Notice convening the extraordinary general meeting of Pharma Equity
Group A/S
8 May 2024
Announcement no. 15
Notice convening the extraordinary general meeting of
Pharma Equity Group A/S
The board of directors hereby convenes an extraordinary general
meeting in Pharma Equity Group A/S ("PEG" or the "Company") to be
held on:
3 June 2024, at
15:30 CEST
at
Wihlborg's Canteens
Slotsmarken 15
DK-2970 Hørsholm
The agenda for the extraordinary general
meeting is as follows:
- Proposal to reduce the Company's share capital
- Authorization to the chair of the general meeting
Item 1 – Proposal
to reduce the Company's share capital
The board of directors proposes to reduce the
Company's share capital by a nominal value of DKK 920,667,494.7
from a nominal value of DKK 1,022,963,883.00 to a nominal value of
DKK 102,296,388.3. The capital reduction does not affect the number
of outstanding shares or voting rights in the Company, and,
consequently, does not affect the individual investor's number of
shares or voting rights.
The capital reduction will be made by allocation
to a specific reserve pursuant to section 188(1)(3) of the Danish
Companies Act. The capital reduction is made at par rate
corresponding to a total value of DKK 920,667,494.7.
The capital reduction will be made by a
proportional reduction of the denomination of all the Company's
shares, meaning that the denomination of the shares will be reduced
from DKK 1.00 to DKK 0.1. The resolution will not result in any
payout or dividends to the shareholders.
Prior to the execution of the capital reduction,
the Company's creditors will be requested to give notice on any
claims against the company for a period of four weeks. The request
will be published in the Danish Business Authority's IT-system.
The specific reserve will be free reserves.
As a result of the proposal, article 3.1 in the
Company's articles of association will, after the execution of the
capital reduction, have the following complete wording:
"3.1 the company's share capital is DKK
102,296,388.3 divided into 1,022,963,883.00 shares of DKK 0.1
each."
Furthermore, as a consequence of the capital
reduction, all references in the articles of association to shares
of DKK 1 will be changed to shares of DKK 0.1 and the
authorizations will be reduced proportionally, in each case as set
out in the draft articles of associations attached hereto.
Item 2 – Authorization to the chair of
the general meeting
The board of directors proposes that the general
meeting authorizes the chair of the general meeting, with a right
of substitution, to file the resolutions adopted with the Danish
Business Authority and to make any such amendments as the Danish
Business Authority may require in order to register or approve the
resolutions adopted.
-oOo-
Majority requirements
The proposals under item 1 requires adoption by
at least 2/3 of the votes cast as well as the share capital
represented at the general meeting. The proposal under item 2 may
be adopted by simple majority.
Amount of share capital and
shareholders’ voting rights and participation
At the time of this notice convening the general
meeting, the Company’s total share capital is a nominal amount of
DKK 1,022,963,883 divided into 1,022,963,883 shares of DKK 1,00
each. The Company’s shares are admitted to trading and official
listing on Nasdaq Copenhagen A/S and issued in paperless form
through VP SECURITIES A/S (Euronext Securities).
Each share of DKK 1,00 gives one vote at the
general meeting.
Shareholders right to attend and vote at the
general meeting is determined on the basis of the shares held by
such shareholder at the record date. The record date is one week
before the general meeting. The shares held by the individual
shareholders are determined at the record date on the basis of
information on the shareholder's shareholding in the register of
shareholders and notices of ownership received by the Company for
the purpose of being registered in the register of shareholders,
but which have not yet been registered in such register. The record
date is Monday, 27 May 2024.
In order to attend the general meeting, a
shareholder must have notified his or her participation to the
general meeting in writing to the Company’s office no later than
three days before the general meeting, i.e. no later than on
Thursday, 30 May 2024 at 23:59 (Danish time).
Participation is also conditional on the
shareholder having obtained an admission card in a timely manner as
described below.
Admission cards, postal votes and
proxy
Every shareholder, or proxy of a shareholder,
must have an admission card in order to attend the general meeting.
Up until Thursday, 30 May 2024 at 23:59 (Danish time), admission
cards to the general meeting may be requested via the Company's
website: www.pharmaequitygroup.dk, on VP SECURITIES A/S' (Euronext
Securities) website: www.euronext.com/cph-agm, or by written
request via e-mail at CPH-investor@euronext.com. After this time,
admission cards cannot be booked. Any advisors to shareholders must
also be registered by name and within the same period of time to
obtain admission cards to the general meeting.
Instead of casting their votes at the general
meeting itself, shareholders may choose to vote by post (e-mail).
Shareholders who chooses to vote by post must send their postal
vote to the Company by e-mail at CPH-investor@euronext.com or
register the postal vote on VP SECURITIES A/S' (Euronext
Securities) website: www.euronext.com/cph-agm, so that the postal
vote is received by the Company no later than Sunday, 2 June 2024
at 12:00 (noon) (Danish time). The postal voting form can be found
on www.pharmaequitygroup.dk. A postal vote received by the Company
cannot be revoked.
Any shareholder may attend the general meeting
by proxy, who must present a written and dated proxy. The proxy
form can be found on www.pharmaequitygroup.dk. When submitting a
proxy, the completed and signed proxy form must reach the Company
no later than on Thursday, 30 May 2024, at 23:59 (Danish time). The
proxy can be sent to the Company by e-mail on
CPH-investor@euronext.com or be registered on
www.euronext.com/cph-agm.
Additional Information
As of today, (i) this notice, (ii) information
on the total number of shares and voting rights in the Company on
the date of this notice (contained herein), (iii) the documents to
be presented at the general meeting, (iv) the agenda and the
complete proposals (contained herein), and (v) the proxy and postal
voting forms will be available on the Company's website
www.pharmaequitygroup.dk.
Data Protection
PEG will, as part of your communication and
interaction with you, collect and process personal data about you.
You can read more about our privacy notice at
https://pharmaequitygroup.com/privacy-policy/.
Questions from shareholders
Prior to the general meeting, shareholders may
submit written questions until Thursday, 30 May 2024 at 23:59
(Danish time) to the Company's management on all matters that are
of importance for the assessment of the Company's position or on
the matters to be decided at the general meeting, as well as on the
Company's relationship with the Group's companies. Questions can be
sent to CEO Thomas Kaas Selsø to the e-mail address:
investor@pharmaequitygroup.com.
Sincerely,
Pharma Equity Group A/S
The board of directors
- 2024 05 08 - Announcement no. 15 - UK
- PEG - Articles of association (EGM 3 June 2024) (compare)
Grafico Azioni Pharma Equity Group A/s (LSE:0REU)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Pharma Equity Group A/s (LSE:0REU)
Storico
Da Gen 2024 a Gen 2025