Company Announcement no. 11/2018

NOTICE OF CONVENTION OF EXTRAORDINARY GENERAL MEETING

ERRIA A/S

cvr no. 15300574

Time:              Thursday, September 20, 2018 at 10 A.M.

Venue:           Torvet 21A, 1., 4600 Køge

The board of directors has appointed Søren Storgaard, Bag Haverne 32, 4600 Køge as chairman of the meeting.

AGENDA

1.          Proposal on authorization of the board of directors valid through September 19, 2023 to raise in one more transactions loans of a minimum of DKK 250,000 and up to DKK 20,000,000 in total during the aforementioned period by way of convertible loans without pre-emption rights for any shareholders, and to effect the capital increase arising therefrom at a minimum of nominally DKK 1.00 and up to DKK 20,000,000.  The authorization shall be included as new section 18 in the articles of association of the company.

2.        Proposal on authorization of the board of directors valid through September 19, 2023 to increase the capital of the company in one more transactions by nominally DKK 789,668.60 in total during the aforementioned period by way of cash payment or fully or partially in-kind contributions.  Capital increases are not subject to pre-emption by shareholders and shall be effected on the basis of the market price as determined by the board of directors based on objective criteria in advance by the board of directors.  The authorization shall be included as new section 19 in the articles of association of the company.

3.            Amendments of the articles of association with the inclusion of the new sections 18-19.

4.            Authorization of the chairman of the meeting to file the resolutions with the Danish Business Authority.

Background

In order to strengthen the capital structure of the company and to accelerate its turnaround efforts, the board of directors have decided to put forward the proposals above.  The objective is also to prepare the company to execute a growth strategy in time.  The board of directors expect to exercise the proposed authorizations as determined by the capital requirements of the company.

Special requirements for passing the resolutions

Pursuant to section 106 of the Danish Company Act, the proposed resolutions may be passed subject to a two-thirds majority vote.

The capital of the company is DKK 7,896,686.00 each having a nominal value of DKK 1.  Each share represents one vote.

Pursuant to section 4a of the articles of association, the cut-off time for registration is September 13, 2018 at 11:59 P.M.  However, according to section 7 of the articles of association, the right to vote in respect of shares acquired as a result of a purchase transaction is further conditional upon the shareholder no later than the date of the notice of convention of the extraordinary general meeting of August 29, 2018, or the shareholder having been recorded in the shareholders’ register of the company, or at or before the same time has notified the company and documented his or her acquisition of shares.

Shareholders who holds shares in the company as of the time of registration are entitled to attend and vote at the extraordinary general meeting.  Attendance is conditional upon the shareholders has timely obtained an admission card as described below.

Admission cards

To attend the extraordinary general meeting, shareholders are required to order admission cards.  Admission cards may be obtained through the VP Investor Services home page, (), or through Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark (phone or e-mail ) no later than September 17, 2018.

Proxy

A shareholder may issue a proxy online through VP investor Services ( here), or by using the attached proxy and voting form.  The proxy and voting form is also available the company website . Signed and dated proxy and voting forms should be submitted to Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark in time for receipt by the company no later than September 17, 2018. 

Letter of absentee vote

The shareholders may also vote online through VP investor Services ( here), or in writing using the attached proxy and voting form.  The proxy and voting form is also available the company website . Signed and dated proxy and voting forms should be submitted to Erria A/S, Torvet 21A, 1., 4600 Køge, Denmark in time for receipt by the company no later than noon on September 19, 2018. 

Questions from shareholders

Shareholders may at anytime prior to the date of the extraordinary general meeting raise questions regarding the agenda or documentation realted to the meeting by writing Erria A/S, Torvet 21A, 1., 4600 Køge, or emailing at .

Information regarding the extraordinary general meeting

The company will publish on its website on August 29, 2018 the notice of convention, the agenda, the complete proposed resolutions, an overview of the current and proposed articles of association, its 2017 annual report, the aggregate number of shares and voting rights as of the date of the notice of convention and the proxy and voting form related to the extraordinary general meeting.  The information will also be available for inspection by the shareholders at the company headquarters two weeks before the extraordinary general meeting on week days from 9 A.M. through 4 P.M.

Certified adviser

Kapital Partner, CVR 37364843

Peter Høgsted,

Havnegade 39, 1058 København K

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