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Press release from Companies

Publicerat: 2022-03-17 16:30:00

Cessatech A/S: Minutes from the Annual General Meeting in Cessatech A/S

Cessatech A/S, CVR no. 41293055 ("Cessatech" or the "Company") held its Annual General Meeting on Thursday 17 March 2022 at 08:00 (CET) as an online event only (completely electronic general meeting) in accordance with Article 5.5 of the Company's Articles of Association.

The agenda for the general meeting was as follows:

  1. ELECTION OF CHAIRMAN OF THE MEETING
    1. Christian Ellegaard Gejel was elected chairman of the meeting. The chairman of the meeting ascertained that none of the shareholders objected to the legality of the annual general meeting and announced that the annual general meeting had been duly convened and was legal and competent in terms of all items on the agenda. The chairman of the general meeting then informed that based on postal votes and proxies duly received prior to the general meeting a solid support of all proposals on the agenda had been secured in advance of the meeting.
  1. REPORT ON THE ACTIVITIES OF THE COMPANY IN THE PAST FINANCIAL YEAR
    1. The report on the Company’s activities in 2021 was noted by the general meeting
  1. PRESENTATION OF THE ANNUAL REPORT WITH AUDITORS’ REPORT FOR ADOPTION
    1. The general meeting unanimously adopted the audited annual report with auditors’ report for 2021
  1. RESOLUTION ON COVERING OF LOSSES IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT
    1. The general meeting unanimously resolved that the consolidated loss for the financial year 2021 of tDKK 11,569 is carried forward to the next financial year in accordance with the adopted annual report
  1. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
    1. The general meeting unanimously decided to re-elect Adam Steensberg, Martin Olin, Peter Birk, Charlotte Videbæk, and Flemming Steen Jensen. In addition, the board of directors elected Rachel Curtis Gravesen as new member of the board of directors. For the purpose of these minutes, it is noted that the board of directors subsequently elected Adam Steensberg as chairman of the board of directors and Martin Olin as deputy chairman of the board of directors.   
  1. ELECTION OF AUDITOR
    1. The general meeting unanimously re-elected PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 41293055, as the Company’s auditor
  1. PROPOSALS FROM THE BOARD OF DIRECTORS AND SHAREHOLDERS
    1. Prolongation of the authorization to issue warrants
      1. to prolong the authorization of Article 3.1.2 of the Articles of Association until 1 January 2027. Adoption of the proposal implied that clause 3.1.4 is updated in the Company’s articles of association with the following wording:
      2. Clause 3.1.4 The Board of Directors is authorized during the period until 31 March 2023 on one or more occasions to issue up to 6,000,000 warrants with pre-emptive rights for the Company’s shareholders, each conferring the right to subscribe one share of nominal DKK 0.20 against cash contribution and to effect the corresponding increase(s) of the share capital with up to nominal DKK 1,200,000.
      3. The board allocated the following warrants upon adoption of the above authorization:
  • Chairman of the board of directors (Adam Steensberg): 50,000
  • Member of the board of directors and vice-chairman (Martin Olin): 12,200
  • CEO Jes Trygved: 70,000
  • Each member of the board of directors: 6,200, Rachel Curtis Gravesen 12,200
  • Employees as a sum and category (Directors) 120,000
    1. Prolongation of the Authorization to cash increase the share capital
      1. The general meeting authorized the Company to prolong the authorization of clause 3.2.1 for another year to 31 March 2023. Adoption of the proposal implied that clause 3.2.1 is updated in the Company’s articles of association with the following wording:
      2. Clause 3.2.1 Authorization to increase the share capital: In the period until 31 March 2023, the board of directors is authorized to increase the Company’s share capital in one or more issues of new shares by up to a nominal amount of DKK 3,667,521. Issues below market price shall take place with pre-emptive rights for the Company’s existing shareholders.
      3. The Board of Directors adopted the new proposed Article 3.2.2 in the Articles of Association with the following wording:
      4. Clause 3.2.2 Shares issued in accordance with article 3.2.1 shall be issued in the name of the holder and registered in the Company’s register of shareholders, be fully paid up, be negotiable instruments, and shall in every respect carry the same rights as the existing shares. The board of directors is authorized to lay down the terms and conditions for the capital increases pursuant to the above authorization and to make such amendments to the Company’s articles of association as may be required as a result of the board of directors’ exercise of said authorization.

The chairman of the general meeting established that the proposed amendments of the Company's Articles of Association in accordance with agenda item 7 had been adopted by the general meeting.

The adopted articles of association were made available on the Company's website after the annual general meeting.

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For more information about Cessatech, please contact:
Jes Trygved, CEO
Phone: +45 9387 2309
E-mail: jes.trygved@cessatech.com
www.cessatech.com

About Cessatech
Cessatech A/S is a Danish pharmaceutical company committed to developing and commercialising evidence-based and innovative medicines for children for the treatment of paediatric acute pain. Its lead asset (CT001) is an analgesic nasal spray for the treatment of acute and planned painful procedures in children. The advantages include needle-free administration, being easy to administer, a fast-acting therapeutic effect, and being medically approved for children. CT001 is at its pivotal stage of clinical development.

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