Risk Intelligence A/S Annual General Meeting 2025
1 April 2025 | Company announcement No 07-2025
Risk Intelligence A/S (“Risk Intelligence”) hereby calls its Annual General Meeting 2025.
To the shareholders of Risk Intelligence A/S
NOTICE
of Annual General Meeting
in
Risk Intelligence A/S
(CVR-nr. 27 47 56 71)
With reference to clause 5 of the Articles of Association of Risk Intelligence A/S (CVR-no. 27 47 56 71) and the Danish Companies Act, section 94, you are informed that an annual general meeting is held;
Friday, 25 April 2025, at 10:00am
Skovshoved Hotel
Strandvejen 267
DK-2920 Charlottenlund.
Participation in the shareholders’ meeting requires that a request for participation is by registration and information of the shareholder’s email address at the following link no later than 21 April 23.59: Risk Intelligence A/S AGM 2025.
The agenda will be as follows:
Election of chairman of the meeting
The management’s report on the company's activities in the past year
Submission of the audited annual report for adoption
Resolution on the appropriation of profit or covering of loss according to the adopted annual report
Election of members to the board of directors
Election of auditors
Decision to authorise the board of directors to issue warrants
Any proposals from the management and the shareholders
Comments to the items on the agenda
Re. item no. 1
The board of directors will propose Cecilie Weis Holst, attorney-at-law, as chairman of the meeting.
Re. item no. 6
The board of directors will propose Baker Tilly Denmark Godkendt Revisionspartnerselskab, Poul Bundgaards Vej 1, 1. sal, 2500 Valby, elected as the company’s auditors.
Re. item no. 7
The board of directors will propose to authorise the board of directors to issue warrants which gives the right to subscribe for shares in the company
The board of directors specifically proposes that the following wording is inserted as a new section 3.12 in the articles of association:
“Until 1 April 2030 the board of directors is authorised once or several times to issue up to a total of 1,500,000 warrants, which offers the right to subscribe for one share of nominally DKK 0.10 in the company and to-tally up to nominally DKK 150,000 by cash payment to a rate equal to the volume weighted average price (VWAP) for a period of 10 trading days prior to the date of the annual allotment and deducted 15% and moreover on terms determined by the company’s board of directors.“
The shareholders of the company do not have pre-emption rights when warrants are issued according to authorisation.
In the period up to and including 1 April 2030, the board of directors is authorised, once or several times, to increase the share capital up to nominally DKK 150,000 in the company by issuing 1,500,000 new shares of DKK 0.10 each. The capital increase must be carried out by simultaneous cash payment of the full subscription amount in connection with utilisation of the warrants. The subscription of shares is carried out through an exemption from the normal pre-emption rights for the shareholders of the company as the pre-emption right lies with the recipients of the warrants. The sub-scribed shares must be negotiable and registered in the name of the holder and shall be entered in the company's register of shareholders and be subject to the same rights and restrictions as applies to the rest of the company’s shareholders
As part of the capital increase pursuant to this article 3.12, the board of directors is authorised to amend the articles of association of the company, which are necessary and relevant for carrying through the capital increase, including registering the amendments of the articles of association”
Share capital
The company’s share capital is nominally DKK 2,598,675.70, divided into shares of nominally DKK 0.10.
Adoption requirements
Each share of nominally DKK 0.10 has one vote.
Proposals 1-6 may be passed with a simple majority of votes while proposal 7 requires 2/3 of the votes.
Date of registration, right to attend and right to vote
A shareholder’s right to attend the ordinary general meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration.
The date of registration is 18 April 2025. The shares held by each shareholder are determined at 23:59 at the date of registration on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received by the company but not yet registered in the share register.
Proxy/postal vote
Shareholders prevented from attending the ordinary general meeting may either vote by proxy to the board of directors or a named third party as proxy representative.
Electronic proxy forms may be submitted through the Investor Portal on the company’s website Risk Intelligence A/S (computershare.dk) ('Shareholder portal') by using MitID or username and password.
Physical proxy forms may be submitted by using the registration and proxy form, which can be printed from the company’s website Corporate Governance (riskintelligence.eu)
The duly completed, dated and signed registration and proxy form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Lyngby, Denmark, by email scan to gf@computershare.dk or by fax +45 45 46 09 98.
Proxy forms may be submitted for shares held by the shareholder on the date of registration on the basis of the company’s share register as well as any information on shareholdings received but not yet registered in the share register.
Proxy forms (electronic or physical) must be received by Computershare A/S no later than 21 April 2025 at 23.59.
Postal votes may be submitted electronically through Risk Intelligence A/S’ Investor Portal, which can be accessed from the company’s website – Risk Intelligence A/S (computershare.dk)– or on Computershare A/S’s website – https://www.computershare.com/dk– until 21 April 2025, at 16:00.
Postal votes may moreover be submitted in writing by use of postal voting forms, which can be assessed on the company’s website – Corporate Governance (riskintelligence.eu). Signed postal vote forms must be sent to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby or by e-mail gf@computershare.dk and must be received no later than 24 April 2025, at 16:00.
A submitted postal vote cannot be revoked.
Personal inquiries to Computershare A/S may take place on weekdays from 09:00 – 15:30.
Agenda, language, etc.
Agenda and complete proposals are included and enclosed in this notice.
On the company’s website Corporate Governance (riskintelligence.eu) more information regarding the ordinary general meeting, the total number of shares and voting rights on the date of this notice, proxy forms and postal voting forms as well as articles of association are available.
This agenda is published on the company’s website – Corporate Governance (riskintelligence.eu) - and forwarded in writing (through electronic communication) to shareholders registered in the company’s register of shareholder who has requested this.
Risk Intelligence A/S is responsible for handling personal data and in such capacity responsible for the correct handling of the shareholders’ personal data in accordance with the applicable rules. Reference is made to the company’s policy regarding personal data available on https://investor.riskintelligence.eu/data-policy.
The ordinary general meeting will be conducted in English.
Questions
At the general meeting, the board of directors and the management will answer questions from the shareholders on matters of relevance for assessing the annual report, the position of the company and other questions on the agenda.
Questions may be submitted in writing until 22 April 2025 at 12:00 to Risk Intelligence A/S, Strandvejen 100, 2900 Hellerup, Denmark att.: CFO Jens Krøis, or via e-mail to jkr@riskintelligence.eu.
Questions can be asked both in Danish and English. Such questions will be answered in English and may also be answered in Danish if requested by the shareholder.
Copenhagen, 1 April 2025,
On behalf of the board of directors
Hans Tino Hansen, CEO
Risk Intelligence A/S.
For further information about Risk Intelligence, please contact:
Hans Tino Hansen, CEO
Jens Krøis, CFO
Telephone: +45 7026 6230
E-mail: investor@riskintelligence.eu
Website and Social media:
Website: investor.riskintelligence.eu
Twitter: twitter.com/riskstaff
LinkedIn: linkedin.com/company/risk-intelligence
Facebook: facebook.com/riskstaff
Risk Intelligence A/S was founded in 2001 by Hans Tino Hansen. The company has evolved to become a prominent company in security risk management by delivering threat and risk assessments worldwide. Risk Intelligence operates and assists customers and partners from headquarters located in Hellerup north of Copenhagen, the office in Singapore as well as through analysts and representatives in Europe, Asia and North America. The business model is designed with international scalability in mind and the company is globally regarded as a specialist in its field. Risk Intelligence’s core product is the Risk Intelligence System, a digital solution that allows clients to monitor global security risks and enables them to plan and implement missions in risk areas. Risk Intelligence is listed on the Spotlight Stock market [RISK].