Audientes A/S: Audientes A/S: Outcome of extraordinary general meeting

Company announcement no. 16-2024
April 29, 2024

On April 29, 2024, an extraordinary general meeting was held in

Audientes A/S

(CVR-no. 36 04 76 31)

at the Company's address, Teknikerbyen 5, 2830 Virum.

The Company's chairman Hossein Sandfeld Jelveh opened the meeting and informed that according to the articles of association section 5.6, the board of directors had appointed him as chairman of the meeting.

Having accepted the nomination, the chairman noted that with the accession of the extraordinary general meeting that the meeting was regularly constituted and convened and a quorum in every respect. The chairman pointed out that notice of the extraordinary general meeting had been posted via Spotlight Stock Market on April 12, 2024, by separate company announcement and the same day posted on the Company's webpage.

At the meeting, all representatives of the Management of the Company as well as all members of the board of directors were present (Hossein Jelveh, Steen Thygesen plus Hiroshi Maeda and Wendi Ma on videoconference).

The share capital of the Company is DKK 6,938,432 divided into 69,384,322 shares of DKK 0.10 each. Each share of nominally DKK 0.10 carries one vote.

Of the Company's total share capital of DKK 6,938,432, shareholders representing 24.74% (17,168,243 votes) participated. Six shareholders representing 19.26% (13,364,793 votes) were present. Votes cast in the meeting amounted to 14.08% (9,769,938) and proxy or postal votes amounted to 10.66% % (7,398,305) incl. votes of some shareholders' also present in the meeting.

The agenda for the extraordinary general meeting is in accordance with section 5 of the articles of association, as follows:

1. Election of chairman of the meeting
2. Authorization of the board of directors to reduce the nominal value per share to 0.01 DKK
3. Authorization of the board of directors to reduce the share capital for the purpose of covering losses
4. Authorization of the board of directors to increase the share capital by payment in cash, conversion of debt or contribution in kind
5. Authorization to inform the Danish Business Authority of decisions taken
   at the extraordinary general meeting
6. Any other business

Re item 1: Election of chairman of the meeting

Hossein Sandfeld Jelveh was elected as chairman of the meeting.

The chairman concluded that notice of the general meeting was sent to the shareholders in accordance with the company's articles of association. The votes of 24.74% of the share capital was represented in the meeting and the general meeting was able to conduct business in accordance with the agenda.

Re. Item 2: Proposal to reduce the nominal value per share from DKK 0.1 to DKK 0.01

It was resolved on the extraordinary general meeting with all votes cast and share capital represented, the following resolution, as proposed by the board of directors, was approved:

Resolved that the board of directors is hereby authorized to reduce the nominal value per share from DKK 0.1 to DKK 0.01.

Further resolved to amend the company's articles of association accordingly to reflect the new nominal value of DKK 0.01 per share.

Additionally, it is resolved that, pursuant to clause 6.3 of the articles of association, incentive plans or warrants, as detailed in the "General Terms" appended to the articles of association, and the "Individual Terms" documents, will be adjusted. The value of the warrants will be preserved as far as possible through either an increment or decrement in the quantity of shares issued upon the exercise of a warrant and/or an adjustment in the set exercise price, ensuring the exercise price does not fall below the par value of the shares.

The amendment to the nominal value per share shall become effective upon the registration of the capital reduction with The Danish Business Authority.

Re item 3: Proposal to reduce the Company's share capital

It was resolved on the extraordinary general meeting with all votes cast and share capital represented, the following resolution, as proposed by the board of directors, was approved:

Be it resolved that the board of directors is granted authorization by the general meeting to reduce the share capital by a nominal amount of DKK 6,244,589, from DKK 6,938,432.22 to DKK 693,843.22. This reduction is aimed at covering deficits as reported.

Following the publication of the Annual Report for the fiscal year ending December 31, 2023, which reflected retained losses of approximately DKK -8,858,000, and the closure of Q1 2024, it has been assessed by the Company that the reduction in share capital will not exceed the accumulated losses as of the date of the reduction.

It is further resolved that, in line with decisions on agenda items 2 and 3, clause 3.1 of the articles of association will be amended to read:

In Danish: "3.1. Selskabets kapital er på nominelt kr. 693.843,22 fordelt i aktier af kr. 0,01"

Unofficial English translation: "3.1. The Company's capital is nominally DKK 693,843.22, divided into shares of DKK 0.01 each."

The reduction of share capital for the purpose of offsetting losses shall be effective upon its registration with the Danish Business Authority.

Re item 4: Proposal to increase the share capital by payment in cash, conversion of debt or contribution in kind

It was resolved on the extraordinary general meeting with all votes cast and share capital represented to provide the board of directors with the following authorisation that will be added to the articles of association as a new article 4.16:

"Until 1 May 2028, the board of directors is authorised to increase the share capital one or more times by an aggregate nominal amount of up to DKK 5,000,000 equal to 500,000,000 shares of DKK 0.01 each.

For capital increases made under the authorisation shall the following terms apply: The capital increases can be made without pre-emption rights for the company's shareholders, the capital increases shall take place by payment of cash, conversion of debt or contribution in kind, the capital increases can be made at a price below market price, the new shares shall be paid in in full, no restrictions in the transferability of the shares shall apply, the new shares shall be negotiable instruments and the new shares shall be registered on name. The board of directors is authorised to determine the other terms for the capital increases and to implement the amendments in the company's articles which are necessary due to the board of directors' utilisation of the authorisation."

Re item 5: Authorization to inform the Danish Business Authority of decisions taken at the extraordinary general meeting

The Board of Directors proposes that Audientes' CEO Steen Thygesen or Ulrik Laustsen, partner at PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, with a right of substitution, is authorized to inform the Danish Business Authority of any decisions taken at the extraordinary general meeting and in this connection to make any changes and addendums to the decisions and the Company's Articles of Association that the Danish Business Authority may require to register the decisions or approving the resolutions passed by the general meeting.

Re item 6: Any other business

There was nothing under this item.

The general meeting was adjourned by the chairman of the meeting, Hossein Sandfeld Jelveh.

For further information, please contact:

Steen Thygesen, CEO, Audientes A/S

Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Email: [email protected]

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes' unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.

Audientes' mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan.

For additional information please refer to the company's websites, www.audientes.com, www.audientes.eu, or www.audientes.in.