Extract to table
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Extract to table / secretarys-certificate-closing.docx
secretarys-certificate-closing.docx
Parties
Harkness LLP
Broadleaf Partners LLC
Nasdaq Stock Market LLC
Associates LLP
Northvale Fiduciary Services LLC
Nasdaq Corp
Dates
March 2, 2023
March 21, 2023
November 3, 2019
February 17, 2023
February 28, 2023
February 15, 2023
August 29, 2023
September 19, 2022
December 31, 2020
December 31, 2021
Amounts
€0.01
$11.0769
$73,846,052
$85,000,000
$5,525,000
$3,200,000
$20,000,000
$76,275,000
$30,510,000
$19,068,750
Obligations
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Underwriting Agreement
Special Resolution 2 — Authorization to Allot Shares RESOLVED (as a special resolution, passed with the approval of not less than 75% of the votes cast by shareholders present and voting in person or by proxy), that the directors of the Company be and are hereby generally and unconditionally authorized, pursuant to Section 1021 of the Companies Act, to exercise all powers of the Company to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act), provided that the aggregate nominal value of the relevant securities allotted and issued pursuant to this authority shall not exceed the nominal value of 7,666,667 ordinary shares of €0
67 in aggregate nominal value), such shares to be allotted and issued in connection with the initial public offering of American Depositary Shares of the Company, and comprised of: (a) 6,666,667 ordinary shares underlying the Firm ADSs to be sold at the closing of the Offering; and (b) up to 1,000,000 ordinary shares underlying the Option ADSs that may be issued upon exercise of the overallotment option granted to the Underwriters under the Underwriting Agreement; FURTHER RESOLVED, that this authority shall expire on the date that is five (5) years from the date of this resolution (i
This disapplication shall apply solely to the allotment and issuance of shares in connection with the Offering and shall not constitute a general disapplication of statutory pre-emption rights for any other purpose
The directors may, in their absolute discretion and without assigning any reason therefor, decline to register a transfer of shares to a person of whom they do not approve, provided that such discretion shall not be exercised in a manner that would prevent dealings in the ADSs on the Nasdaq Global Market
The quorum for meetings of the Board of Directors shall be a majority of the directors then in office, provided that at least two (2) directors are present