Photocat A/S Annual General meeting 2026

The Board of Photocat A/S, Danish CVR No 32 35 79 03 (the

"Company") hereby convenes an annual general meeting to be held 

29 May 2026 at 16:00 CET at Photocat A/S, Langebjerg 4, 4000

Roskilde or by Zoom as a virtual meeting

In accordance with Article of Association, 9.2

1. The Board's report on the activities of the Company

1. Presentation of the annual report for adoption

1. Resolution on the appropriation of profit or covering of loss  pursuant to the adopted annual report

1. Election of members for the Board of Directors

1. Appointment of auditor

1. Amendment to the company Articles of Association 

1. Any other business

Re 1. The Board's report on the activities of the Company

The Board will present its report on the Company's activities during the financial year 2025.

Re 2. Presentation of the annual report for adoption

The Board recommends that the presented annual report be adopted.

Re 3. Resolution on the appropriation of profit or covering of loss pursuant to the adopted annual report

The Annual Report for 2025, published on 13 May 2026, shows: 

Net loss for the year DKK 295,300

Total assets DKK 24,051,823

Equity DKK 10,288,183

The Board recommends that the motion for covering of loss in the annual report be adopted. 

Re 4. Election of members for the Board

The Board notes that Troels Gert Nielsen does not wish to stand for re-election.

The Board recommends re-election of the following Board members:

(i)                Mette Therkildsen

(ii)              Finn Overgaard

(iii)            Alexander van Haren

For information on the board members' other managerial posts and competences, please visit the Company's website. 

Re 5. Appointment of auditor

The Board recommends re-election of Beierholm Statsautoriseret Revisionspartnerselskab.

Re 6. Amendment to the Company Articles of Association

Authorization to the Board of Directors to Increase the Share Capital

The Board of Directors is authorized, in the period until and including May 31, 2031, to increase the Company's share capital by a nominal amount of up to DKK 3,000,000 through the issuance of up to 3,000,000 new shares, each with a nominal value of DKK 1.

The capital increase may be carried out by cash contribution and shall be implemented either with pre-emption rights for the existing shareholders or by way of a directed issue without pre-emption rights for the existing shareholders.

This authorization may be exercised on one or more occasions.

The new shares shall carry the same rights as the existing shares.

Re 7. Any other business

Rules and Instructions

Voting requirements for passing resolutions 

The motions under items 2, 3, 4, and 5  of the Agenda are passed by a simple majority of votes, see section 105 of the Companies Act and Article 15.1 of the Articles of Association. The motions under item 6 of the Agenda are passed by 2/3 majority of votes, in accordance with section 106 of the Danish Companies Act.

Share capital and voting rights

At the time of the notice convening the general meeting, the share capital of Photocat A/S is nominally DKK 5,995,000 divided into shares of each DKK 1. At the general meeting, a share amount of DKK 1 carries one vote, see Article 14.1 of the Articles of Association 

Registration (admission card) and power of attorney 

A shareholder's right to attend and vote at the general meeting is determined on the basis of the number of shares held by the shareholder in question at the date of registration. The date of  registration is one week before the general meeting 22 May 2026. Attending the general meeting also requires that the shareholder has requested an admission card to the general meeting at least 3 days before the meeting. An admission card is issued to a shareholder who is registered in the register of shareholders at the date of registration or to a person from whom, at the date of registration, the Company has received proper notice for the purpose of entry into the register of shareholders.

The admission card is sent by e-mail accompanied by link to attend the virtual general meeting.

Shareholders holding shares in the Company at the date of registration are entitled to attend and vote at the general meeting. The date of registration is Friday 22 May 2026. The shareholding of a shareholder at the date of registration is determined on the basis of the number of shares held by the shareholder according to the register of shareholders and of the notices to the Company concerning shares which have not yet been registered in the register of shareholders but which have been received by the Company before the end of the date of registration (at the end of the day). 

For attending the general meeting, it is a condition that, at least 3 days prior to the general meeting, the shareholder or his/her attorney has obtained an admission card to him/herself and his/her advisor. Admission card to the general meeting (including a link to attend virtually) can be obtained by contacting the Company, Langebjerg 4, DK, 4000 Roskilde, [email protected] or [email protected], telephone: +45 7022 5055 until Tuesday May 26 2026 at 23:59 CET.

A shareholder being prevented from attending the general meeting may issue a power of attorney to the Board or a named third party. Where a shareholder chooses to attend the general meeting by proxy, the proxy must be completed, signed and received by the Company no later than at the start of the general meeting on 29 May 2026 at 16:00 CET.

Access to information 

This notice convening the general meeting with its agenda, complete motions and annual report will be available for inspection by the shareholders at the Company's website (www.photocat.net) and at the Company's offices, Langebjerg 4, DK-4000 Roskilde, tel. +45 7022 5055 as from 15 May 2026.

Questions from shareholders 

Shareholders may pose questions in writing as regards the agenda and any document for the annual general meeting by contacting the Company's offices, Langebjerg 4, DK-4000 Roskilde, tel. +45 7022 5055 or by sending an email to [email protected] or [email protected].

Roskilde, 15 May 2026

The Board of Directors 

Registration

General Meeting in Photocat A/S May 29 2026 at 16:00 CET

I, name and undersigned: __________________________, shareholder in Photocat A/S  

Name: ___________________________________________

City: _____________________________________________

Country: __________________________________________

E-mail: ___________________________________________

Phone: ___________________________________________

will attend the general meeting in Photocat A/S on May 29 2026 at

16:00 CET. 

Please state if you want to participate by Zoom - link will be sent.

Date: _______________________

Signature: _______________________________________________

PLEASE NOTE: 

Your registration is valid when you have received your admission card by e-mail

Power of Attorney

General Meeting in Photocat A/S May 29 2026 at 16:00 CET

I, name and undersigned: __________________________ shareholder in Photocat A/S  

hereby give power of attorney to

Name: ___________________________________________

City: _____________________________________________

Country: __________________________________________

E-mail: ___________________________________________

Phone: ___________________________________________

to attend the general meeting in Photocat A/S on May 29 2026 at 16:00 CET on my behalf.

Date: _________________________________________________

Signature:______________________________________________

Shareholders name in capital letters: _________________________

PLEASE NOTE: 

Your registration is valid when you have received your admission card by e-mail