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MINUTES OF THE ANNUAL GENERAL MEETING OF PHOTOCAT A/S
The Board of Directors of Photocat A/S, CVR No. 32 35 79 03 (the "Company"), held its Annual General Meeting on Friday, 29 May 2026 at 16:00 CET at the Company's offices, Langebjerg 4, DK-4000 Roskilde, Denmark, with the possibility of virtual participation via Zoom
Chair of the Board, Mette Therkildsen, welcomed the shareholders. It was noted that 4,027,221 shares out of the Company's total share capital of 5,995,000 shares were represented at the meeting, either in person or by proxy, corresponding to 67 % of the share capital and voting rights.
The Board of Directors had appointed Henrik Jensen as Chairman of the Meeting.
Henrik Jensen accepted the appointment and noted that the Annual General Meeting had been duly convened.
Michael Humle was appointed secretary of the meeting and recorder of the minutes.
1. The Board's report on the activities of the Company
Michael Humle presented the Board of Directors' report on the Company's activities during the financial year 2025.
The General Meeting took note of the report.
2. Presentation of the annual report for adoption
On behalf of the Board of Directors, Michael Humle presented the Annual Report for 2025.
The Annual Report, published on 13 May 2026, showed:
- Net loss for the year: DKK 295,300
- Total assets: DKK 24,051,823
- Equity: DKK 10,288,183
The Board of Directors proposed that the Annual Report be adopted.
The General Meeting adopted the Annual Report.
3. Resolution on the appropriation of profit or covering of loss pursuant to the adopted Annual Report
The Board of Directors proposed that the loss for the financial year be carried forward in accordance with the Annual Report.
The General Meeting adopted the proposal.
4. Election of members to the Board of Directors
Troels Gert Nielsen retired from the Board of Directors and did not seek re-election.
The Board of Directors proposed the re-election of:
· Mette Therkildsen
· Finn Overgaard
· Alexander van Haren
In addition, Henrik Jensen was nominated for election to the Board of Directors and confirmed his willingness to serve if elected.
No further candidates were nominated.
The General Meeting elected Mette Therkildsen, Finn Overgaard, Alexander van Haren and Henrik Jensen to the Board of Directors.
Following the General Meeting, the Board of Directors informed the shareholders that Mette Therkildsen had been appointed Chair of the Board.
5. Appointment of auditor
The Board of Directors proposed the re-election of Beierholm Statsautoriseret Revisionspartnerselskab as the Company's auditor.
The General Meeting approved the proposal and re-elected Beierholm Statsautoriseret Revisionspartnerselskab as auditor of the Company.
6. Amendment to the Articles of Association
The General Meeting considered the proposal to authorize the Board of Directors, until and including 31 May 2031, to increase the Company's share capital by up to nominally DKK 3,000,000 through the issuance of up to 3,000,000 new shares with a nominal value of DKK 1 each.
The authorization may be exercised on one or more occasions and may be implemented either with pre-emption rights for existing shareholders or by way of a directed issue without pre-emption rights for existing shareholders.
The amendment was adopted with the required majority.
7. Any other business
No questions or comments were raised by the shareholders.
There being no further business, the Chairman thanked the shareholders for their participation and declared the Annual General Meeting closed.
Roskilde, 29 May 2026
As Chairman of the Meeting
Henrik Jensen