Photocat call for General assembly 22nd May 2025 at 16:00

Photocat A/S Annual General meeting 2025

The Board of Photocat A/S, Danish CVR No 32 35 79 03 (the “Company”) hereby convenes an annual general meeting to be held

22nd May 2025 at 16.00 CET at Photocat A/S, Langebjerg 4, 4000
Roskilde or by Zoom as a virtual meeting

Agenda
In accordance with Article of Association, 9.2

1. The Board’s report on the activities of the Company
2. Presentation of the annual report for adaptation
3. Resolution on the appropriation of profit or covering of loss pursuant to the adopted annual report
4. Election of members for the Board of Directors
5. Appointment of auditor
6. Amendment to the company Articles of Association  
7. Any other business

        
Re 1. The Board’s report on the activities of the Company
The report of the Board on the business of the Company during the most recent financial year.

Re 2. Presentation of the annual report for adaptation
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 presented annual report per May 6^th 2025 shows:

Net loss for the year DKK 2.521.680 
Total assets DKK 19.624.474
Equity DKK 10.583.483

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 recommends re-election of the following Board members: 

(i)      Mette Therkildsen
(ii)      Finn Overgaard
(iii)      Troels Gert Nielsen
(iv)      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 new appointment 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 April 22, 2030, to increase the Company’s share capital by a nominal amount of up to DKK 1,000,000 through the issuance of up to 1,000,000 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.
  
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, of the section 106 of the 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 5,995,000.00 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. 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 Thursday 15^th May 2025. 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, info@photocat.net or ka@photocat.net, telephone: +45 31512210/+45 7022 5055 until Monday May 19^th 2025 at 23.59.
  
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 power of attorney must be completed, signed and returned to the Company, Langebjerg 4, DK-4000 Roskilde, info@photocat.net or ka@photocat.net to the effect that the power of attorney is received by the Company by Tuesday 20^th May 2025 at 23.59.

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 Tuesday 6^th May 2025.

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 info@photocat.net or ka@photocat.net.

Roskilde, 6^th May 2025
The Board of Directors

Registration 
General Meeting in Photocat A/S May 22^nd 2025 at 16.00

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 22^nd 2025 at
16.00
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 22^nd 2025 at 16.00

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 22^nd 2025 at 16.00 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

Attachment

• Agenda_General_Meeting_2025_HJ1-M1