Lördag 8 November | 12:29:32 Europe / Stockholm

Kalender

Est. tid*
2025-11-13 N/A Extra Bolagsstämma 2025
2025-08-14 - Kvartalsrapport 2025-Q2
2025-04-11 - X-dag ordinarie utdelning WMA 0.41 DKK
2025-04-10 - Årsstämma
2025-03-19 - Bokslutskommuniké 2024
2024-08-16 - Kvartalsrapport 2024-Q2
2024-04-19 - X-dag ordinarie utdelning WMA 0.00 DKK
2024-04-18 - Årsstämma
2024-03-22 - Bokslutskommuniké 2023
2023-08-17 - Kvartalsrapport 2023-Q2
2023-04-28 - X-dag ordinarie utdelning WMA 0.00 DKK
2023-04-27 - Årsstämma
2023-03-02 - Bokslutskommuniké 2022
2022-08-18 - Kvartalsrapport 2022-Q2
2022-04-21 - X-dag ordinarie utdelning WMA 0.00 DKK
2022-04-20 - Årsstämma
2022-03-25 - Bokslutskommuniké 2021
2021-03-26 - X-dag ordinarie utdelning WMA 0.00 DKK
2021-03-25 - Årsstämma
2021-03-04 - Bokslutskommuniké 2020

Beskrivning

LandDanmark
ListaFirst North Denmark
SektorIndustri
IndustriIndustriprodukter
WindowMaster International är en leverantör av kontrollsystem- och automatiserade lösningar. Genom bolagets teknik möjliggörs automatiserad hantering av innertemperatur via sensorsystem som levereras till kundernas fastigheter. Exempel på produkter inkluderar brandlarm, regnsensorer och värmesystem. Bolagets kunder består av små- och medelstora företagskunder inom flera olika sektorer. Störst verksamhet återfinns inom den nordiska marknaden.

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2025-10-29 16:09:45

Company announcement no. 063 - 2025 

Contains inside information

Notice is hereby given in accordance with article 7.4 of the Articles of Association of WindowMaster International A/S, CVR no. 13827532, (the "Company" or "WindowMaster"), that an Extraordinary General Meeting (the "EGM") will be held on:

Thursday, 13 November 2025 at 11:00 AM (11:00 CET)

at the Company's registered address at:

Skelstedet 13, 2950 Vedbæk.

The Extraordinary General Meeting will be held with the following agenda:

  1. Proposal to authorize the Board of Directors to issue warrants
  2. Proposal to authorize the Board of Directors to increase the share capital without pre-emption right
  3. Proposal to authorize the Board of Directors to acquire own shares
  4. Proposal to increase the share capital by way of cash contribution without pre-emption right
  5. Proposal to change the nominal value of the Company's shares

PROPOSALS

Agenda item 1: Proposal to authorize the Board of Directors to issue warrants

As the authorization for the Board of Directors to issue warrants set out in articles 4.1-4.2 of the Company's articles of association has expired on 1 August 2025, the Board of Directors proposes that a new authorization be granted and included in the articles, authorizing the Board of Directors until and including 1 November 2030 to, at one or more times, issue up to a total of 1,473,800 warrants, to members of the Company's or a subsidiary's executive management, as well as key employees of the Company and its subsidiaries, with the right to subscribe to the same number of shares in the company. The warrants shall give the right to subscribe for shares at no less than the market price at the time of granting the warrants.

The full proposal to be included in the Company's articles of association articles 4.7 and 4.8 is as follows:

4.7

The board of directors is authorized until 1 November 2030 to at one or more times issue up to a total of 1,473,800 warrants, to members of the company's or a subsidiary's executive management as well as key employees of the company and its subsidiaries with the right to subscribe to the same number of shares in the company. The warrants shall give the right to subscribe for shares at no less than the market price at the time of granting of the warrants.

4.8

The board of directors is furthermore authorized to carry out the capital increase related to the warrants at one or more times. The board of directors is authorized to determine further terms and conditions for the warrants issued pursuant to this authorization, as well as to make any amendments to the company's articles of association that may be required as a result of the exercise of the authorization. However, for the warrants and capital increases related to the warrants the following shall apply

  • that the warrants - and the shares subscribed for in relation hereto - are issued/subscribed for without preemptive rights for the company's shareholders,
  • that the warrants give right to subscription for shares with a nominal value of up to DKK 1,473,800,
  • that the shares subscribed for in relation to exercise of warrants are negotiable instruments and shall be registered in the name of the holder and be recorded in the company's shareholder's register,
  • that there are no limitations on the negotiability of the shares which are subscribed for in relation to exercise of the warrants,
  • that subscription amount shall be fully paid up,
  • if capital changes are completed for the company before the warrants have been exercised and such changes in the opinion of the board of directors have resulted in a reduction or increase in the value of the warrants, the number of warrants and/or the subscription price shall not be regulated, and
  • the company may buy back and/or reuse non-exercised warrants.

Agenda item 2: Proposal to authorize the Board of Directors to increase the share capital without pre-emption rights for the existing shareholders

As the authorization for the Board of Directors to increase the share capital set out in article 5 of the Company's articles of association expired on 1 August 2025, the Board of Directors proposes that a new authorization be granted and included in the articles, authorizing the Board of Directors until and including the 1 November 2030 to increase the share capital of the Company by one or more issues of a total nominal sum of up to DKK 1,473,800 against payment in cash, by contribution in kind or conversion of debt without pre-emptive rights for the Company's existing shareholders.

The full proposal to be included in the Company's articles of association in replacement of the current article 5 is as follows:

5.1

The board of directors is authorized to increase the share capital of the company by one or more issues by up to nominal DKK 1,473,800 in aggregate. The authorization is valid until and including 1 November 2030 on the following terms:

Subscription of new shares in accordance with this authorization can be made against payment in cash, by contribution in kind or conversion of debt at market price without pre-emptive rights for the existing shareholders and by payment of the full subscription amount to the company.

The terms of the share issue shall otherwise be determined by the board of directors.

There are no limitations in relation to the pre-emptive rights for the new shares in connection with future capital increases.

New shares subscribed for pursuant to this authorisation shall be registered under the name of the shareholder and be recorded in the company's shareholders' register. The new shares shall be negotiable instruments and there shall be no limitations on the shares' transferability, and no shareholder shall be required to have the shares redeemed in whole or in part. The shares shall carry the same rights as the company's existing shares.

The Board of Directors shall be enabled to make any amendments to the company's articles of association as may be required following an exercise of this authorization.

Agenda item 3: Proposal to authorize the Board of Directors to acquire own shares

As the authorization for the Board of Directors to acquire own shares set out in article 6 of the Company's articles of association expired on 1 August 2025, the Board of Directors proposes that a new authorization be granted, authorizing the Board of Directors to acquire shares in the Company on one or more occasions of up to aggregately 10% of the Company's share capital in accordance with applicable rules against payment of not less than DKK 1 and not more than the market value at the time of acquisition. The authorization shall be valid until and including 1 November 2030.

The full proposal to be included in the Company's articles of association in replacement of the current article 6 is as follows:

6.1

The board of directors is authorized to acquire shares in the company on one or more occasions of up to aggregately 10% of the company's share capital in accordance with applicable rules against payment of not less than DKK 1 and not more than the market value at the time of acquisition. The authorization is valid until and including 1 November 2030.

Agenda item 4: Proposal to increase the share capital by way of cash contribution without pre-emption rights for the existing shareholders.

Prior to the reverse share split, cf. agenda item 5 below, the total number of shares in the Company is 14,737,903 shares. Solely for the purpose of rightsizing the number of shares to the share split, ensuring that the share capital can be divided by 100 prior to the proposed reverse share split, the Board of Directors proposes, pursuant to sections 154 and 158 of the Danish Companies Act, to increase the Company's share capital on the following terms:

  1. The share capital is increased by a nominal amount of DKK 97 from a nominal amount of DKK 14,737,903 to a nominal amount of DKK 14,738,000
  1. The subscription amount must be paid in full cash.
  1. The new shares, which shall be issued with a nominal value of DKK 1, are subscribed for at a subscription rate of 832 (rounded) (in Danish "tegningskurs") (i.e., a subscription price of DKK 8.32 per nominal share amount of DKK 1) equal to a total subscription amount of DKK 807.04, corresponding to the market price. The market price has been determined on the basis of the 20-day volume-weighted average price of the Company's shares per closing as of 28 October 2025, which is the last trading day before this notice to convene the EGM was published.
  1. The new shares are entitled to dividend and other rights in the Company from the time of registration.
  1. The costs relating to the capital increase shall be borne by the Company and are estimated at DKK 15,000 (exclusive of VAT).
  1. The capital increase is carried out without pre-emption rights for the existing shareholders and shall be subscribed for by the Company's CEO, Erik Boyter. The deviation from the shareholders' pre-emption rights is to carry out a simple, smaller rightsizing in an efficient way prior to changing the nominal value of the Company's shares, cf. agenda item 5 below.
  1. No restrictions shall apply to the pre-emption rights of the new capital shares in connection with future capital increases other than those set out in the Company's articles of association.
  1. Subscription is made by signing of a separate subscription list. The subscription must be made no later than 14 November 2025.
  1. The cash payment of the shares must be made no later than 14 November 2025.
  1. The transferability of the shares shall not be restricted as set out in the Company's articles of association. No shareholder must be obliged to have his or her shares redeemed in full or in part.
  1. The new shares shall be negotiable and will be issued electronically through Euronext Securities Copenhagen and will be admitted to trading on Nasdaq First North Growth Market Denmark.
  1. The new shares must be issued in the name of the holder and registered in the Company's register of shareholders.
  1. The new shares are issued and admitted to trading in compliance with the applicable exemptions from the obligation to publish a prospectus.

The proceeds amount to an insignificant small amount that will form part of the Company's cash reserve.

As a consequence of the capital increase, it is proposed to amend article 3.1 to read as follows:

  • "The share capital of the company amounts to nominal DKK 14,738,000 divided into 14,738,000 shares of DKK 1 each."

Agenda item 5: Proposal to change the nominal value of the Company's shares

The Board of Directors proposes to change the nominal value of the Company's shares from DKK 1 and any multiple thereof to DKK 100 and any multiple thereof.

The purpose of the reverse share split is to consolidate the Company's shares by reducing the total number of shares issued by the Company, thereby increasing the price of each share. The reverse share split has been proposed by the Board of Directors to mitigate the risk of high volatility in the Company's share. In addition, the reverse split is expected to make the share more attractive and eligible to institutional investors, some of whom have minimum share price requirements. The initiative also supports the Company's previously announced ambition to transfer its listing to Nasdaq Copenhagen Main Market. However, no formal decision has been made in this regard, and there is no assurance that such a decision will be taken.

Completion of the share consolidation will, as mentioned, reduce the number of issued shares in the Company such that 100 shares with a nominal value of DKK 1 each are consolidated into one share with a nominal value of DKK 100, i.e. at a consolidated ratio of 100:1. Any shareholdings of fewer than 100 shares, as well as any excess shares that cannot be consolidated into whole multiples of 100 in connection with the share consolidation, will be redeemed in cash by the Company at a price based on the market price of the Company's shares in an appropriate period before announcement of the redemption notice. The cash payment will be made to each shareholder's account as designated for the relevant share deposit.

After adoption by the general meeting of the proposal to amend the nominal value of the Company's shares, a redemption period of four weeks will commence. During this four-week redemption period, shareholders may acquire or dispose of the  shares, including dispose of or acquire shares with a nominal value of DKK 1 each in order to hold a sufficient number of shares to match a whole number of new share with a nominal value of DKK 100 each before the consolidation of shares is completed and thereby avoid having any remaining shares redeemed on expiry of the four-week period. After the Company's redemption of any remaining shares, such shares with a nominal value of DKK 1 each will be added up to form shares with a nominal value of DKK 100 each, and the shares will constitute the Company's treasury shares.

Due to the redemption of the shares, it is noted that the proposal if approved also entails an authorization for the Board of Directors to acquire treasury shares on the terms set out above. It is expected that the total nominal value of shares to be redeemed by the Company will not exceed a nominal amount of DKK 140,000. For the purpose of the authorization, the total nominal value of the redeemed shares shall not exceed DKK 500,000.

Upon completion of the share consolidation, the new shares with a nominal value of DKK 100 each will be issued under a new permanent ISIN code in Euronext Securities Copenhagen and be admitted for trading and official listing on First North Growth Market, Copenhagen. The expected dates for redemption and issuance with Euronext Securities Copenhagen and the admittance to trading and official listing on First North Growth Market, Copenhagen will be announced by the Company in connection with the publication of the redemption notice.

After completion of the consolidation of shares, all shareholders will receive an updated transcript from Euronext Securities Copenhagen with the new number of shares with a nominal value of DKK 100 each or any multiple thereof.

As a consequence of the change of the nominal value of the Company's shares, it is proposed that, upon completion of the consolidation of shares (which is subject to the issuance of 97 shares with a nominal value of DKK 1 each, cf. agenda item 4 above), the Company's articles of association shall be adjusted as follows:

  • Consequential adjustments shall be made to articles 4 and 5 (authorizations).
  • Article 3.1 shall be amended to read as follows:
    • "The share capital of the company amounts to nominal DKK 147,380 divided into 147,380 shares of DKK 100 each."
  • Article 8.1 (previously article 9.1) shall be amended to read as follows:
    • "Each share of DKK 100 entitles the holder to one vote."

Size of share capital and voting rights of shareholders

The Company's share capital of nominally DKK 14,737,903 is divided into 14,737,903 shares with a nominal amount of DKK 1. Each share with a nominal amount of DKK 1 gives one vote.

Adoption requirements

The adoption of the proposals under items 1-4 on the agenda require a majority of at least 2/3 of both the votes cast and of the voting capital represented at the EGM, cf. section 106 (1) of the Companies Act, while the adoption of item 5 on the agenda requires a majority of at least 9/10 of both the votes cast and the voting capital represented at the EGM, cf. section 107(2)(3) of the Danish Companies Act.

The proposals under agenda items 4 and 5 are mutually conditional upon each other and can only be adopted collectively. Accordingly, the voting on these two items will take place as a single vote.

Registration

The registration date is Thursday, November 6th, 2025, and shareholders registered in the register of shareholders of the Company on the registration date at 23:59 CET are entitled to participate in and vote at the EGM.

Shareholders who wish to participate in the EGM must request to participate in accordance with the time limit for ordering admission cards. In accordance with article 10.2 of the Articles of Association the time limit to request to participate in the EGM is November 10th 2025, at 23:59.

Registration can take place in the following ways:

A) electronically via the Investor Portal via the Euronext Securities website, www.euronext.com/cph-agm

or

B) by contacting Euronext Securities by telephone at 43 58 88 66 or by e-mail CPH-investor@euronext.com

Once you have registered, you will receive a confirmation by e-mail. The e-mail will contain an admission card for the General Meeting portal.

The shares held by the shareholder shall be determined on the date of registration on the basis of the listing of the shareholder's shares in the register of shareholders and notices of ownership received by the Company for entry in the register of shareholders. Participation is also subject to the shareholder's timely resolution of admission cards as described below.

Power of attorney and postal vote

Shareholders may give proxy or postal votes. The proxy or postal vote may be cast in writing by filling out a template. The template can be found on the company homepage www.windowmaster.dk/om-os/investor - the template should be filled out and returned to Euronext Securities on e-mail CPH-investor@euronext.com.

Alternatively and preferably, electronically via the Investor Portal via the Euronext Securities website,

www.euronext.com/cph-agm using MitID. A postal vote may not be revoked.

Proxies must be available to Euronext Securities by November 10th 2025 by 23:59 CET.

Postal vote must be available to Euronext Securities by November 10th 2025 by 23:59 CET.

More information

Additional information about the EGM can be found at the Company's webpage

www.windowmaster.dk/om-os/investor including the call with agenda, the full proposals, the total number of shares and voting rights at the date of the call.

Questions from shareholders

Shareholders may ask questions about the agenda or documents etc. for the EGM by writing to WindowMaster International A/S, Skelstedet 13, DK-2950 Vedbæk or by e-mail: ir@windowmaster.com.