Notice of the annual general meeting 2025 of RISMA Systems A/S
Company Announcement No. 3-2025
Copenhagen, April 11, 2025
Notice of the annual general meeting of RISMA Systems A/S ("RISMA")
Notice is hereby given of the annual general meeting of RISMA to be held on:
Wednesday, 30 April 2025 at 14:00 (CEST)
c/o Plesner Advokatpartnerselskab,
Amerika Plads 37,
DK-2100 Copenhagen Ø
Agenda
The agenda of the annual general meeting is as follows:
1. The board of directors’ report on the company's activities during the past financial year
2. Presentation of the audited annual report for adoption
3. The board of directors’ report on the company's financial position pursuant to section 119 of the Danish Companies Act (equity loss situation)
4. Resolution to discharge members of the management from liability from the information in the annual report
5. Resolution on the appropriation of profit or payment of loss in accordance with the adopted annual report
6. Approval of remuneration to the board of directors for the financial year 2025
7. Election of members to the board of directors
8. Appointment of auditor
9. Grant of authorisation to the chairman of the general meeting
Special information regarding agenda item 3
As a natural part of the management of Risma Systems A/S the Board of directors receive quarterly consolidated financial statements and continuously review the financial planning including budgets and forecasts. During this process the Board of directors has in due time been informed if any additional liquidity would be needed for the daily operations either directly or indirectly as a buffer.
This was the background for the establishment of the Credit facility of 12,0 MDKK in March 2022 which also secured a higher financial flexibility compared to a capital increase. The market was informed in Company announcement No. 2-2022, March 25, 2022.
The Credit facility can be used during a 3-year period and would end in March 2025. However, The Board of directors has in October 2024 decided to prolong the credit facility of 12,0 MDKK with additional 3 years to March 2028. The market was informed in company announcement No. 17-2024, October 23, 2024.
Risma Systems A/S has in the Annual report for 2024 reported a negative equity of 3,2 MDKK, a cash position of 9,7 MDKK, no interest-bearing debt and an unused credit facility of 12,0 MDKK.
Due to the negative equity Risma Systems A/S is obliged to inform about the financial situation and any planned action on the ordinary general assembly on April 30, 2025 according to the Companies Act.
It is the Board of directors’ opinion that Risma Systems A/S has a strong financial position and with the extension of the credit facility of 12,0 MDKK with another 3 years to March 2028, it is considered more than sufficient to cover the liquidity needs the coming 12 months. No further actions are therefore planned.
Important information
The proxy form, the postal voting form and the attendance form to be used for ordering admission cards are available at RISMA's website at https://www.rismasystems.com/en/investors.
The deadline for request for admission cards is no later than Friday, 25 April 2025, at 23:59 (CEST).
The deadline for filled, signed and dated forms for nomination of proxy or submission of postal vote is no later than on Monday, 28 April 2025, at 10:00 (CEST).
Attachment
Notice of the annual general meeting including the full text proposed resolutions of the agenda items.
Further Information
Lars Nybro Munksgaard, CEO & Founder
Mobile (+45) 31 48 11 00
e-mail: lnm@rismasystems.com
RISMA Systems A/S
Ejby Industrivej 34-38, 2600 Glostrup, Denmark
Certified Advisor
HC Andersen Capital
Pernille F. Andersen
Head of Advisory
Phone: +45 30 93 18 87
E-mail: ca@hcandersencapital.dk
Bredgade 23B 2., 1260 Copenhagen C, Denmark
About Risma Systems A/S
RISMA is a leading SaaS company helping organization’s structure, handle, and document their efforts across the business-critical areas of Governance, Risk, and Compliance. RISMA’s unique and user-friendly GRC suite makes cross-organizational collaboration easy to demonstrate and report on regulations and standards such as GDPR & Privacy, ISMS, Risk Management, Financial Controls, ESG and sustainability – and much more. RISMA is listed on Nasdaq First North with a mission to become a leading GRC platform for medium and enterprise businesses and organizations.
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