Notice to convene Annual General Meeting in Wirtek A/S
Company Announcement no. 3/2026
24 March 2026
Wirtek A/S (CVR-nr. 26042232) convenes the Annual General Meeting to be held completely electronically on Wednesday, 15 April 2026 at 15:00 (CET).
Agenda according to articles of association
- The board of directors' report on the activities of the company during the past financial year
- Adoption of the annual report
- Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
- Resolution on discharge of the board of directors and executive board
- Appointment of members of the board of directors
- Appointment of auditor
- Resolution to authorize the board of directors to purchase treasury shares
- Any proposals from the board of directors and/or shareholders
- Any other business
Item 2: Adoption of the annual report
The audited annual report for 2025 was published as company announcement no. 2/2026 on 18 March 2026.
Item 3: Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
The Board of Directors proposes that the loss for the year be carried forward to the next financial year and that no dividend be distributed.
Item 5: Appointment of members of the board of directors
The board of directors proposes re-election of Kent Mousten Sørensen, Janie Charlotte Nielsen, and Martin Dommerby Kristiansen.
Item 6: Appointment of auditor
The board of directors proposes re-election of BDO Statsautoriseret Revisionsselskab as the auditor of Wirtek A/S.
Item 7: Resolution to authorize the board of directors to purchase treasury shares
The board of directors proposes that the Annual General Meeting authorizes the board of directors to acquire treasury shares during the period until next ordinary Annual General Meeting.
It is proposed that the board of directors is authorized to acquire up to 10% of the share capital at a share price within +/- 5% of the official price quoted on Nasdaq Copenhagen A/S.
Item 8: Any proposals from the board of directors and/or shareholders
a. Proposal from the Board of Directors to authorise a capital increase without pre-emption rights for existing shareholders.
The Board of Directors proposes that the general meeting authorise the Board to carry out a capital increase without pre-emption rights. The other key terms of the authorisation are as follows:
- Duration: The authorisation is granted until 14 April 2031.
- Number of shares: Nominally DKK 300,000.00 divided into shares of nominally DKK 0.15 each, corresponding to 2,000,000 shares.
- Pre-emption rights: It is proposed that the pre-emption rights of existing shareholders be disapplied.
The remaining terms of the authorisation are set out in the proposed new Articles of Association, clause 3.6.
The authorisation also entails that the Board of Directors is authorised to make the necessary amendments to the Company's Articles of Association as a consequence of the capital increase.
Majority requirement
All proposed resolutions on the agenda's items 2 - 7 may be passed by simple majority of votes cast, cf. Danish Companies Act § 105.
The proposal under item 8.a of the agenda may be adopted by a qualified majority, cf. Danish Companies Act § 106.
Share capital and voting rights
The company's nominal share capital is DKK 1,188.299,70. Each share of the nominal value of DKK 0.15 carries one vote, cf. article 7.4 of articles of association.
The right of a shareholder to attend and vote at the Annual General Meeting is determined by the shares held by the shareholder in the share register of Wirtek A/S at the registration date, or notification of ownership received by the company for the purpose of registration in the share register, but which has not yet been registered at the registration date. The registration date is Wednesday, 8 April 2026.
Requesting admission
Shareholders who are entitled and wish to attend the Annual General Meeting, must request admission no later than 5 days prior to the Annual General Meeting.
Admission may be requested by either sending an e-mail to ir@wirtek.com or by sending a request to the headquarters of Wirtek A/S. A valid e-mail address must be provided with the request for admission.
Shareholders that have not requested admission will not be allowed to attend the Annual General Meeting.
All shareholders that have requested admission will receive an e-mail with admission details, including a description of technical requirements and a description of how to electronically attend the Annual General Meeting
Submitting a proxy
Shareholders entitled to participate in the Annual General Meeting can request a proxy form on the company's homepage https://www.wirtek.com/investor-relations/governance. The proxy can be submitted by filling out, sign and return the proxy form to Wirtek A/S, Niels Jernes Vej 10, 9220 Aalborg, Denmark or by e-mail to ir@wirtek.com.
Proxies must be received by Wirtek A/S no later than 12 April 2026 at 23:59 (CET).
Voting by correspondence
Shareholders who are entitled to participate in the Annual General Meeting, but unable to attend, are also entitled to cast their vote by correspondence. Voting by correspondence cannot be recalled after submission.
The voting form can be requisitioned on the company's homepage https://www.wirtek.com/investor-relations/governance. The vote by correspondence can be submitted by filling out, sign and return the voting form to Wirtek A/S, Niels Jernes Vej 10, 9220 Aalborg, Denmark or by e-mail to ir@wirtek.com.
Voting by correspondence must be received by Wirtek A/S no later than 12 April 2026 at 23:59 (CET).
Additional information
No later than 3 weeks before the Annual General Meeting the following information will be available on the company's homepage:
- The notice to convene the Annual General Meeting including agenda and proposals from the board of directors.
- Forms for voting by proxy and voting by correspondence.
Aalborg, 24 March 2026
On behalf of the board of directors in Wirtek A/S
Kent Mousten Sørensen
Chairman
Contact information
- Kent Mousten Sørensen, Chairman, Wirtek A/S, Phone: +45 2125 9001
- Michael Aaen, CEO, Wirtek A/S, Phone: +45 2529 7575, E-mail: ir@wirtek.com
Niels Jernes Vej 10, 9220 Aalborg, Denmark, www.wirtek.com - Pernille Friis Andersen, HC Andersen Capital, Certified Advisor, E-mail: pernille@hcandersencapital.dk
About Wirtek
Wirtek A/S is a Danish IT Services and Solutions company delivering software development, embedded engineering, R&D, quality assurance, and testing services to clients worldwide. We specialise in key industries such as Energy, Wireless Communication, Automation & IoT, and Digitalisation, where emerging technologies drive rapid innovation. In addition, Wirtek offers a growing portfolio of proprietary solutions tailored to the Energy and IoT sectors.
At Wirtek, we prioritise long-term client relationships, with some lasting more than a decade. We believe that strong partnerships are as critical as technical excellence in achieving sustainable success. Wirtek operates from offices in Denmark, Romania, and Portugal, and has been listed on Nasdaq First North Copenhagen since 2006.
Ticker Code: WIRTEK (DK0060040913)