WindowMaster International A/S: Annual General Meeting 2023
Company Announcement No. 036 - 2023
Copenhagen, April 27, 2023
The Chairperson of the Board, Lars Fournais, welcomed the shareholders to the Annual General Meeting and announced that in accordance with Article 9.2 of the Company's Articles of Association, the Board of Directors had appointed attorney-at-law Nina Ringen as Chairperson of the Meeting.
The Chairperson thanked for the appointment and stated the following:- The general meeting was convened in time on 4 April 2023.
- The Annual General Meeting was lawful and able to decide on the items on the agenda.
- All proposals on the agenda requires simple majority, besides item 7, which requires 2/3 majority both of votes cast and votes represented at the Annual General Meeting.
- Shares of a nominal value of DKK 9,097,560 were represented at the Annual General Meeting, equal to 62.69% of the Company's total share capital. The capital represented corresponded to 9,097,560 votes.
- Shareholders representing nominally DKK 8,891,799 of the Company's share capital, corresponding to 61.27% of the capital, were represented at the general meeting, excluding representation by proxy.
- The company's share capital of nominally DKK 14,512,903 is divided into 14,512,903 shares of DKK 1. Each share amount of DKK 1 gives one vote corresponding to a total of 14,512,903 votes.
Agenda item 1. Board of Directors' report on the company's activities in the
past financial year
The Chairperson of the Meeting reported on the company's activities including
that WindowMaster generated revenue in 2022 of 241.4 mDKK and EBITDA of 16.7
mDKK. The Chairperson of the Meeting concluded that the Annual General Meeting
had taken account of the report.
Agenda item 2. Presentation and approval of the audited Annual Report 2022
The Chairperson of the Meeting concluded that the Annual Report was adopted
and that the Board of Directors were granted discharge by the Annual General
Meeting.
Agenda item 3. Approval of the remuneration of the Board of Directors for the
current financial year
The shareholders approved the following remuneration for the Board of
Directors for the current financial year:
Chairman - DKK 375,000.
Vice Chairman - DKK 200,000.
Board Member - DKK 125,000.
The Chairperson of the Meeting concluded that the proposal for remuneration
for the Board of Directors for the current financial year was adopted by the
Annual General Meeting.
Agenda item 4. Decision on the use of profit or the covering of loss according
to the approved annual report
The Chairperson of the Meeting concluded that the proposal by the Board of
Directors to not distribute dividends was adopted by the Annual General
Meeting.
Agenda item 5. Election of members to the Board of Directors
Re-election of Lars Fournais
Re-election of Michael Gaarmann
Re-election of Erik Koch Boyter
Re-election of Mette Søs Lassesen
Re-election of Leif Jensen
The Chairperson of the Meeting concluded that all the members of the Board of
Directors were re-elected by the Annual General Meeting.
Agenda item 6. Election of auditor - the Board of Directors propose to change
the auditor from Deloitte to PwC.
The Chaiperson of the meeting concluded that PwC was elected as the Company's
new auditor.
Agenda item 7. Any proposals from the Board of Directors or shareholders.
The Board of Directors had proposed to amend the Articles of Asscociation in
Section 7.3, Section 7.4, Section 7.6 and Section 8.1.
The Chairperson explained the proposed changes and the shareholders had the
opportunity to ask questions.The Chairperson of the Meeting concluded that the
proposal by the Board of Directors was adopted by the Annual General Meeting.
Agenda item 8. Other issues
The Board of Directos propose to authorize the Chairperson of the Meeting to
register any decision with the Danish Business Authority and to make
corrections in the documents drawn up based on the decisions. The Chairperson
of the Meeting concluded that the proposal by the Board of Directors was
[unanimously] adopted by the Annual General Meeting.There were no further
questions or comments from the shareholders.
As nobody else wished to speak, the Chairperson of the Meeting declared that the agenda had been exhausted.
Chairperson of the Board Lars Fournais thanked the shareholders for attending and gave the floor to the CEO Erik Boyter for final remarks.
The Annual General Meeting was then adjourned.