OrderYOYO A/S: EXTRAORDINARY GENERAL MEETING OF ORDERYOYO A/S
Company Announcement No. 83-2025
OrderYOYO A/S
Company announcement
Copenhagen, Thursday, 3 April, 2025
According to article 7.2 of the articles of association, an extraordinary general meeting of OrderYOYO A/S (the "Company") is hereby called to be convened on
Tuesday, 22 April, 2025 at 10:00 a.m (CEST)
The general meeting will be held at OrderYOYO's address
Vesterbrogade 149
DK-1620 København V
Denmark
AGENDA
- Amendment of the Company's articles of association
- Election of new members of the board of directors
- Authorisation to the chairman of the general meeting
- Any other business
Re agenda item 1
Pursuant to article 12.1 of the Company's articles of association, the Company is managed by a board of directors consisting of five to seven board members elected by the general meeting.
The Board of Directors proposes to amend the minimum number of board members elected by the general meeting to three board members.
As a consequence, article 12.1 in the Company's articles of association will be replaced with the following complete wording:
"The Board of Directors is responsible for the overall management of the Company. The general meeting elects a board of directors consisting of 3-7 members elected for one year at a time. Re-election of board members may take place."
Re agenda item 2
The board of directors proposes to elect the following candidates as new members of the board of directors until the next annual general meeting: Michael England and Patrick Hatfield Carey.
Assuming election of the new candidates, the following current members of the board of directors will resign their position at the extraordinary general meeting: Ulla Brockenhuus-Schack, Theis Regner Riber Søndergaard, Jacob Arup Bratting Pedersen and Adrian Fröhling.
The current chairman of the board of directors Victor Manuel Garcia will continue as chairman and member of the Board of Directors.
The background and qualifications of the new candidates, including managerial positions in other undertakings, is attached as appendix A to this notice.
Re agenda item 3
The board of directors proposes that chairman of the general meeting, Anne Zeuthen Løkkegaard, is, with a right of delegation, authorised to make any such amendments and additions to the resolutions passed at the general meeting that may be required in connection with the registration of the resolutions passed, and to file any such necessary registration with the Danish Business Authority.
Re agenda item 4
Any other business.
Documents available at the Company's office and website
The following documents will no later than on 3 April, 2025 be available for the shareholders' inspection at the Company's office located Vesterbrogade 149, DK-1620 Copenhagen V, Denmark: (i) the notice convening the general meeting; (ii) the total number of shares and voting rights as at the date of the notice convening the general meeting (included in this notice); (iii) the agenda (included in this notice), (iv) the complete proposed resolutions (included in this notice); and (vi) the voting forms.
The material will also be available at the Company's website, www.orderyoyo.com. The relevant material will also be sent to each registered shareholder who has made a request to that effect.
Voting requirements
The proposal set forth in item 1 of the agenda must be adopted by at least 2/3 of both the votes cast and of the share capital represented at the general meeting. The remaining proposals on the agenda can be adopted by a simple majority of votes cast in accordance with article 9.2 of the articles of association and the Danish Companies Act.
Postal vote
Shareholders may vote by post before the general meeting. If the shareholders wish to vote by post, they may do so:
- electronically via the InvestorPortal at the Company's website, www.orderyoyo.com, or via Euronext Securities' website: www.euronext.com/cph-agm or
- by completing, signing and returning the postal vote form to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, or by email to CPH-investor@euronext.com
no later than on 15 April, 2025 at 10:00 a.m. CEST. The postal vote form may be downloaded at the Company's website www.orderyoyo.com.
Proxy and attendance
Shareholders may attend the general meeting in person or by proxy and may in both cases be accompanied by an advisor. Proxies may exercise voting rights on behalf of shareholders subject to presenting a written or electronic and dated instrument of proxy.
Proxies may be appointed:
- electronically via the InvestorPortal at the Company's website, www.orderyoyo.com, or via Euronext Securities' website: www.euronext.com/cph-agm or
- by completing, signing and returning the proxy form to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, or by email to CPH-investor@euronext.com
no later than on 16 April, 2025, at 11:59 p.m. CEST. In case of third-party proxy, the shareholder must request an admission card and voting card in the name of such third party. The proxy form may be downloaded from the Company's website, www.orderyoyo.com.
Admission cards, voting cards and record date
The right to attend and vote at the general meeting is granted to shareholders who are recorded in the register of shareholders, or who have given notice of ownership received by the Company for inclusion in the register of shareholders no later than 1 week before the general meeting (the "record date").
The record date is 15 April, 2025.
Admission cards may be requested:
- Electronically via the InvestorPortal at the Company's website, www.orderyoyo.com, or via Euronext Securities' website: www.euronext.com/cph-agm. Admission cards for the general meeting will be sent electronically by email if the shareholder register an email address during registration.
- By completing, signing and returning the proxy form to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, or by email to CPH-investor@euronext.com
no later than on 16 April, 2025, at 11:59 p.m. CEST.
The admission card must be presented at the general meeting either electronically on a smartphone/tablet or in printed form.
Shareholders having requested admission cards without specifying their email address may pick up their admission card at the entrance to the general meeting upon presentation of a valid ID.
Voting ballots will be handed out at the access control at the general meeting.
Share capital and voting rights
At the time of issuing of this notice, OrderYOYO's share capital amounts to nominally DKK 904,640.94 divided into shares of DKK 0.01 each or multiples hereof.
Each share of nominally DKK 0.01 holds 1 vote.
For additional information, please contact
OrderYOYO A/S
Jesper Johansen, CEO
Mobile (+45) 2167 84 92
Email jesper.johansen@orderyoyo.com
OrderYOYO A/S Vesterbrogade 149, DK-1620 Copenhagen V
Certified Advisor
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Lautrupsgade 11 2100 Copenhagen Ø
About OrderYOYO
OrderYOYO is a leading European online ordering, payment, and marketing software solution provider. OrderYOYO's solution is offered as Software-as-a-Service (SaaS) and enables small independent takeaway restaurants to have their own-branded online presence direct to consumers. OrderYOYO helps takeaway restaurants drive online takeaway orders through their own tailored software solution in the individual takeaway restaurant's own brand.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by OrderYOYO in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, company description or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in OrderYOYO except as described in this company announcement.
Neither the existing shares of OrderYOYO (the "Existing Shares") nor the New Shares have been, or will be, registered under the United States Securities Act of 1933, as amended ("Securities Act"). Neither the Existing Shares nor the New Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Private Placement is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. OrderYOYO has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.
Appendix A
Michael England
Michael England is a Founding Partner of Pollen Street Capital and has over 20 years of experience as a Private Equity investor focused on Financial Services and Tech-Enabled Services. He has extensive experience investing across the Payments and Software landscape in Europe having invested in Moneycorp, Lumon and Arzya. He currently serves on the Board of a number of Pollen Street Capital portfolio companies including Aryza, Markerstudy and Pair Finance.
Current Occupation: Founding Partner of Pollen Street Capital Limited (2013 to present).
Education: First-Class degree in Chemistry from Oxford University and a Master's degree in Carbohydrate Chemistry
Directorships: Pollen Street Capital Limited (UK), Pollen Street Capital Holdings Limited, PSC Service Company Limited (UK), Aryza Holdings Limited (UK), Aryza UK Services Limited (UK), Lumon Holdings Limited (UK), Lumon Pay Ltd (UK), My Money Options Limited (UK), PSC Credit Holdings LLP (UK), Lumon Risk Management Limited (UK), Markerstudy Group Holdings Limited (UK), PSC INVESTMENTS (Q) GP LIMITED (UK), Saturn Holdings Limited (UK), PSC III GP Limited (UK), PSC III Carry GP Limited (UK), PSC Nominee 3 Limited (UK), PSC Nominee 1 Limited (UK), PSC Digital Limited (UK), SOF General Partner (UK, SOF General Partner (Scotland) II Limited (UK), SOF Annex Nominees Limited (UK), ROCINANTE UK HOLDINGS LTD (UK), Aryza Ireland Limited, Wide Lux Holdings S.à r.l (LU), PSC Nominee 4 Limited, PSC Accelerator II GP Limited, PSC V GP Limited, PSC Accelerator Nominee II Limited, PSC Nominee 5 Limited, PSC Accelerator II (C) GP Limited, Wide Lux Holdings S.à r.l., PSC Accelerator Nominee Limited, Pollen Street Investments Limited, PSC Group Carry GP Limited.
Patrick Carey
Patrick Carey is an Investment Director at Pollen Street Capital and has over 10 years of experience as a Private Equity investor focused on Financial Services and Tech-Enabled Services. He has extensive experience investing in the Payments and Software verticals across Europe. He currently serves on the Board of Tandem Bank, BidX1 and Etops.
Current Occupation: Investment Director at Pollen Street Capital Limited (2021 to present).
Education: BA in Mathematics and Philosophy, summa cum laude, from Boston College and an MBA from Columbia Business School, and was a US Fulbright Scholar at Georg-August Universität in Göttingen, Germany.
Directorships: BidX1 Acquisitions Limited (UK), PAIR Finance GmbH (DE), Neptune GP GmbH (DE), Neptune BidCo AG (DE), Neptune MidCo GmbH (DE), Neptune TopCo GmbH (DE), Neptune UKCo Limited (UK), Tandem Money Limited (UK), Tandem Bank Limited (UK), OPHELIA UK HOLDINGS LIMITED (UK).