Company announcement no. 13-2024

April 12, 2024

 

The board of directors of Audientes A/S  ("Company"), CVR No. 36 04 76 31, hereby give notice for the extraordinary general meeting to be convened on Monday, April 29, 2024 at 1:00 pm (13:00 CEST)

 

The annual general meeting will be held at the Company’s registered address at:

Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark.

 

Background

As communicated in the Company Announcement no. 12-2024, the management and board of directors are optimizing the Company’s capital structure to ensure it is possible to secure additional funding from the contemplated new issues of shares and to allow conversion of debt at market price, which have been hindered by the Company’s share being traded below the nominal share value.

 

The board of directors of Audientes A/S have at the upcoming annual general meeting on April 18, 2024, therefore proposed to reduce the nominal value per share from nominal DKK 0.1 to DKK 0.01. This point is repeated at the extraordinary general meeting in case it is not decided upon, or deferred to later, at the annual general meeting.

 

The Company has since the notice of the annual general meeting received further advice to also reduce the share capital with a total nominal value of DKK 6,244,589 for the purpose of covering losses.

 

When these proposed changes are implemented in the Company’s articles of association, the net effect will be that the number of shares issued will remain the same, namely 69,384,322, thus ensuring the Company and its shareholders will not be impacted by a major change in the number of shares issued. By implementing these proposed changes, the Company may strengthen its capital structure through future capital increases.

 

To prepare for an upcoming new issue of shares in Q2 2024, with pre-emptive rights for existing shareholders (a so-called “rights issue”), or other issues of shares, the board of directors proposes at the same time to increase the authorizations for the board to issue for nominal DKK 5,000,000 new shares in the Company.

 

The board of directors of Audientes A/S now proposes to cover these three proposals together in the extraordinary general meeting to be convened on Monday, April 29, 2024 at 1:00 pm (13:00 CEST).

 

Agenda

The general meeting has been called for transaction of the following agenda:

 

1. Election of chairman of the meeting
2. Authorization of the board of directors to reduce the nominal value per share to 0.01 DKK
3. Authorization of the board of directors to reduce the share capital for the purpose of covering losses
4. Authorization of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind
5. Authorization to inform the Danish Business Authority of decisions taken
   at the extraordinary general meeting
6. Any other business

 

 

Requirements for resolutions

To adopt the proposals under item 2. and 3. of the agenda, at least two thirds of the votes cast and share capital represented shall vote for the proposal.

 

To adopt the proposal under item 4 of the agenda, at least nine tenths of the votes cast and share capital represented shall vote for the proposal.

 

All other proposals on the agenda may be adopted by a simple majority of votes.

 

Share capital and voting rights

The share capital of the Company in on the date of the extraordinary general meeting nominal DKK 6,938,432 divided into 69,384,322 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.

 

Agenda with complete proposals

Re item 1: Election of chairman of the meeting

It is proposed to elect Audientes’ Chairman of the Board, Hossein Jelveh, as chairman of the annual general meeting, with a right of substitution.

 

Re. Item 2: Proposal to reduce the nominal value per share from DKK 0.1 to DKK 0.01

The board of directors proposes that the general meeting resolves to provide the board of directors with the authorisation to reduce the nominal value per share from nominal DKK 0.1 to DKK 0.01.

 

The reason for this proposal is that the company's share price has been lower than the share's nominal value of DKK 0.1 during a longer period of time in 2024. This has the undesired consequence that it is currently not possible in practice to carry out capital increases, including by using the board's authorization in the articles of association clause 4.

 

The proposal entails consequential amendments to the Company's articles of association where the nominal value per share is stated to be DKK 0.10, but would according to the proposal need to be changed to DKK 0.01.

 

The decision to change the nominal value of the share is cf. clause 6.3 in the articles of association also mandating an adjustment to all the incentive plans for warrants as defined in the “General Terms” and attached to the articles of association, and to the separate “Individual Terms” documents. An adjustment of warrants shall take place to the effect that the value of the warrants to the extent possible remains unaffected by the changes.

 

The adjustment shall be made with assistance from the external advisors of the Company. The adjustment can take place by either an increase or a reduction in the number of shares to be issued upon exercise of a warrant, and/or an increase or reduction in the stipulated exercise price. The adjustment may however not result in an exercise price below par value for the shares.

 

The board will arrange that the consequential corrections to the Company's articles of association will be implemented if the general meeting adopts the proposal.

 

The change in the nominal value per share will take effect on the date of registration of the capital reduction with The Danish Business Authority.

 

Re item 3: Proposal to reduce the Company's share capital

The board of directors proposes that the general meeting resolves to provide the board of directors with the authorisation to reduce the share capital by a total of nominal value of DKK 6,244,589 (i.e. from DKK 6,938,432.22 to DKK 693,843.22) with the aim of covering deficits.

 

Having recently published the Annual Report for 2023 (retained earnings on December 31, 2023, was approx. DKK -8,858,000) and ended Q1 2024, it is the Company’s assessment that the reduction amount does not exceed the losses carried forward on the date of reduction.

 

The decisions on proposals under items 2. and 3. on the agenda implies that the articles of association clause 3.1. are changed to the following:

 

"3.1. Selskabets kapital er på nominelt kr. 693.843,22 fordelt i aktier af kr. 0,01”

 

The reduction in the share capital for the purpose of covering losses will take effect upon the date of registration with the Danish Business Authority.

 

Re item 4: Proposal to increase the share capital by payment in cash, conversion of debt or contribution in kind

The board of directors proposes that the general meeting resolves to provide the board of directors with the following authorisation that will be added the articles of association as a new clause 4.16:

“Until 1 May 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 5,000,000 equal to 500,000,000 shares of DKK 0.01 each.

For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company’s shareholders, the capital increases shall take place by payment of cash, conversion of debt or contribution in kind, the capital increases can be made at a price below market price, the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company’s articles which are necessary due to the board of directors’ utilisation of the authorisation.”

 

Re item 5: Authorization to inform the Danish Business Authority of decisions taken at the annual general meeting

The Board of Directors proposes that Audientes’ CEO Steen Thygesen or Ulrik Laustsen, partner at PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, with a right of substitution, is authorized to inform the Danish Business Authority of any decisions taken at the annual general meeting and in this connection to make any changes and addendums to the decisions and the Company’s Articles of Association that the Danish Business Authority may require to register the decisions or approving the resolutions passed by the general meeting.

 

 

Registration date of shares held by shareholder

The registration date of shares held by the shareholder is Monday, April 22, 2024.

A shareholder’s right to participate in a general meeting and to cast vote is determined on basis of the shares held by the shareholder on the registration date. In addition, participation in the general meeting is conditional upon the shareholder having registered in due time as described below.

 

 

Registration for the general meeting

Access to the general meeting is conditional on the shareholder registering for the general meeting no later than Friday, April 26, 2024 at 11:59 PM.

 

Registering electronically is done by sending an e-mail with proper identification incl. registered name in the ownership register and Custody account no. / VP reference to: contact@audientes.com.  

 

After registration the shareholder will receive an e-mail (at the e-mail address the shareholder has provided as part of registration) confirming the registration and information on the procedure relating to participation.

 

The information on participation may also be accessed through
www.audientes.com/investor-relations.

 

A shareholder or a holder of a proxy can participate in the annual general meeting together with an adviser, provided that notification of the adviser’s participation has been provided.

 

Questions concerning registration for the annual general meeting may be answered by Audientes A/S, Investor Relations, by calling the Company on +45 77 34 16 80 (weekdays 9:00 AM to 4:00 PM CET).

 

 

Proxy or postal vote

If you are unable to attend the general meeting, you can:

• issue a proxy to a named third party who will then receive from Audientes A/S details giving access to the general meeting; or
• issue a proxy to the board of directors for voting in accordance with the recommendations of the board of directors; or
• issue a proxy to the board of directors for voting in accordance with your instructions; or
• vote by postal vote

 

The shareholder can submit the vote or issue a proxy electronically via email to contact@audientes.com.

 

The proxy form or the postal vote form may be downloaded from www.audientes.com/investor-relations,  printed and sent by email to contact@audientes.com or by ordinary mail to Audientes A/S, Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark, att. CEO Steen Thygesen. Please consider the delivery time if the postal vote or proxy form is sent by ordinary mail.

 

The proxy must be received by Audientes A/S no later than Friday, April 26, 2024 at 11:59 PM.

 

The postal vote must be received by Audientes A/S no later than Friday, April 26, 2024 at 11:59 PM.

 

Additional information

For a period of at least two weeks prior to the annual general meeting, including the day of the annual general meeting, the following information will be available on the Company's website www.audientes.com/investor-relations:

 

• Notice convening the annual general meeting including agenda and complete proposals

• Information on the aggregate number of shares and voting rights as of the date of the notice convening the annual general meeting
• Registration form
• Proxy and postal vote form

 

Prior to the annual general meeting, the shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the annual general meeting.

 

In the interest of proceedings and to the extent possible, the Board of Directors encourages shareholders to submit questions in writing ahead of the general meeting.

 

Written enquiries can be sent to Audientes A/S via email to st@audientes.com or via post to Audientes A/S, Teknikerbyen 5, 2., Søllerød, 2830 Virum, Denmark, att. CEO Steen Thygesen.

 

 

Copenhagen, April 12, 2024

Board of Directors, Audientes A/S

 

 

For further information, please contact:

Steen Thygesen, CEO, Audientes A/S

Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Email: st@audientes.com

 

 

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.

 

Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India, and a subsidiary in Tokyo, Japan.

 

For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu, or www.audientes.in.