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Progress of extraordinary general meeting in First

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Post# of 301275
Posted On: 10/28/2013 12:15:11 PM
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Posted By: News Desk 2018
Progress of extraordinary general meeting in FirstFarms A/S

Today, FirstFarms A/S held its extraordinary general meeting which resulted in the following: The general meeting gave authorisation to the Board of Directors until 30 June 2018 in one or more issues to obtain one or more loans with a total principal of minimum DKK 25 million and up to DKK 50 million against issuance of bonds, which give the lender right to convert his/her loan into shares in the company ("convertible bonds"), and to carry out the related capital increase of minimum nominal DKK 5,000,000 and maximum nominal DKK 20,000,000. The proposal of issuance of convertible bonds is substantiated in the company's wish for increased flexibility to strengthen its capital base. For the authorisation to issue convertible bonds, the following must apply: that                the authorisation to the Board of Directors concerns issuance of convertible bonds, which shall be negotiable instruments and freely negotiable, that                the total loan shall amount to a minimum of DKK 25 million and up to DKK 50 million, that                minimum subscription per investor shall be DKK 750,000, that                the authorisation shall be valid until 30 June 2018, that                the Board of Directors at the same time is authorised to carry out the related capital increase of minimum nominal DKK 5,000,000 and maximum nominal DKK 20,000,000, as the conversion price shall correspond to the market price, which is determined by the Board of Directors at the time of issue of the convertible bonds. In determining the market price, the Board of Directors may take the liquidity of the share and the movements in the share prices over a period, as the Board of Directors considers relevant, into account, but the Board of Directors may also include other considerations, that                the issuance of the convertible bonds is conducted by deviation of the shareholders' pre-emptive rights, that                the issuance of convertible bonds can be made to qualified investors or to a limited group of investors decided by the Board of Directors, that                the new shares are entitled to dividend from the date of registration of the new shares' issuance with the Danish Business Authority, that                there are no special limitations concerning the pre-emptive rights of the new shares in connection with future capital increases, that                there are no limitations in the new shares' negotiability or any obligation to redeem the new shares, that                the new shares shall be negotiable instruments and be freely negotiable, that                the company's shares shall be registered in the name of the holder and entered in the company's register of shareholders, that                the issuance of the convertible bonds shall be made against cash payment, and that                the new shares shall moreover have the same rights as the existing shares in the company at the time of conversion. The detailed terms of the convertible bonds are determined by the Board of Directors based on "Terms of convertible bonds", which was attached as appendix to the notice. The terms is included as appendix 5.5 of the Articles of Association. The Board of Directors is authorised to undertake such changes and adjustments in the appendix 5.5 listed conditions which the Board of Directors considers appropriate. In consequence of the proposal, the following provision is proposed entered as new item 5.5 in the company's Articles of Association: "The Board of Directors is until 30 June 2018 authorised in one or more issues to obtain one or more loans with a total principal of minimum DKK 25 million and up to DKK 50 million against issuance of bonds, which give the lender right to convert his/her loan into shares in the company ("convertible bonds"). A minimum subscription per investor of DKK 750,000 is applicable. The convertible bonds are issued against cash payment. The Board of Directors is at the same time authorised to carry out the related capital increase of minimum nominal DKK 5,000,000 and maximum nominal DKK 20,000,000, as the conversion price shall correspond to the market price, which is determined by the Board of Directors at the time of issue of the convertible bonds. In determining the market price, the Board of Directors may take the liquidity of the share and the movements in the share prices over a period, as the Board of Directors considers relevant, into account, but the Board of Directors can also include other considerations. The detailed terms of the loan are included in appendix 5.5 of the Articles of Association. The Board of Directors is authorised to undertake such changes and adjustments in the appendix 5.5 listed conditions which the Board of Directors considers appropriate. The raising of loan and the issuance of the convertible bonds can be made to qualified investors or to a limited group of investors decided by the Board of Directors. Thus, the issuance of convertible bonds is conducted without pre-emptive rights for the existing shareholders. The new shares are entitled to dividend from the date of registration of the new shares' issuance with the Danish Business Authority. No special limitations concerning the pre-emptive rights of the new shares in connection with future capital increases shall apply. New shares issued on the basis of the convertible bonds shall be negotiable instruments and freely negotiable and registered in the name of the holder and entered in the company's register of shareholders. There shall be no limitations in the new shares negotiability or any obligation to redeem the new shares. The new shares shall moreover have the same rights as the existing shares at the time of conversion." The present item 5.5 in the Articles of Association hereafter becomes item 5.6 in the company's Articles of Association. The general meeting gave authorisation to the chairman of the meeting to report the adopted to the Danish Business Authority and to undertake such amendments in the submitted documents which may be necessary in regards to registration of the decisions on the general meeting. Best regards FirstFarms A/S For further information: Please visit our website www.firstfarms.com or contact CEO Anders H. Nørgaard on telephone +45 75 86 87 87. [HUG#1738624]



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