Company announcement no. 067 - 2025
Insider information
Announcement of redemption of remaining shares in WindowMaster International A/S under sections 70-72 of the Danish Companies Act as part of reversed share split at consolidation ratio 100:1
At the company's extraordinary general meeting on 13 November 2025, it was decided to amend the nominal value of the company's shares from DKK 1.00 to DKK 100.00. Completion of the consolidation of shares will reduce the number of issued shares in the company so that 100 shares of nominally DKK 1.00 are added up to form one share of nominally DKK 100.00.
This announcement of redemption and the redemption announcement published through the IT system of the Danish Business Authority triggers a four-week redemption period to expire on 11 December 2025 at 23:59 (CET). During this four-week redemption period and until and including 15 December 2025, shareholders may acquire or dispose of shares in the company's current ISIN code, including disposing of or acquiring shares of nominally DKK 1.00 in order to hold a sufficient number of shares to match a whole number of shares of nominally DKK 100 before the consolidation of shares is completed and thereby avoid having any remaining shares redeemed.
Any shareholdings of less than 100 shares and any remaining shares after the consolidation of shares to a whole number of shares ("Remaining Shares") will be redeemed in cash by the company under the principles of sections 70-72 of the Danish Companies Act. Remaining Shares redeemed will be settled by cash payment by the company following 15 December 2025, which is expected to be the last day of trading in shares of nominally DKK 1.00 in the company's current ISIN (DK0061278355) on First North Growth Market Copenhagen. The payment in cash will be made into each shareholders' account as designated for the relevant share deposit, at a price of DKK 8.08 per share of nominally DKK 1 corresponding to the 20-day volume-weighted average price of the Company's shares per closing as of 12 November 2025. Payment is expected to take place on 18 December 2025. Any costs payable to VP Securities A/S incidental to such redemption will be paid by the company.
The last day of trading shares of nominally DKK 1.00 in the company's current ISIN (DK0061278355) on First North Growth Market Copenhagen is expected to be Monday 15 December 2025. The first day of trading shares of nominally DKK 100 in the company under the new ISIN (DK0064532444) on First North Growth Market Copenhagen is expected to be Tuesday 16 December 2025. After completion of the consolidation of shares, all shareholders will receive an updated transcript from VP Investor Service A/S stating the new number of shares.
After the company's redemption of Remaining Shares, such shares of nominally DKK 1.00 will be added up to form shares of nominally DKK 100.00. The shares will constitute the company's own shares and will be registered in the name of the company in the company's shareholders' register.
If a holder of Remaining Shares disagrees with the redemption price, such shareholder may request that the redemption price be determined by an expert, such expert to be appointed by the court having jurisdiction at the company's place of domicile. After completion of the redemption, a new announcement will be published via the IT system of the Danish Business Authority, giving all shareholders whose Remaining Shares have been redeemed three months' notice to request that the redemption price be determined by a court-appointed expert. After expiry of such three-month period, shareholders may no longer so request. The notice will also provide information about expert opinion (if any) or judgment. The expert must set the redemption price in accordance with section 67(3) of the Companies Act. If an expert is so appointed and as a result of the expert opinion under section 67(3) of the Danish Companies Act the redemption price is increased as compared to the price offered by the company, such increased price will apply also to other holders of Remaining Shareholders who did not request an expert opinion. Costs for obtaining such expert opinion shall be borne by the shareholder having requested the opinion, but the court may order the company to bear all or some of those costs if the opinion rendered leads to a redemption price higher than the price offered by the company.
Statement by the Board of directors
The company's board of directors have reviewed the terms of the redemption, as herein described, to be performed as part of the reversed share split as adopted at the extraordinary general meeting of 13 November 2025, and has on this basis made the following statement under section 70(2) of the Danish Companies Act.
Remaining Shares (if any) will be redeemed at a price of DKK 8.08 per share of nominally DKK 1 corresponding to the 20-day volume-weighted average price of the Company's shares per closing as of 12 November 2025. Additionally, during the four-week redemption period and until and including 15 December 2025, shareholders may acquire or dispose of shares in the company's current ISIN code, including dispose of or acquire shares of nominally DKK 1.00 in order to hold a sufficient number of shares to match a whole number of new shares of nominally DKK 100.00 before the consolidation of shares is completed and thereby avoid having any remaining shares of nominally DKK 1.00 redeemed.
On this background, the Board of Directors considers the terms of redemption fair and appropriate and finds that the terms are the same for all shareholders in the company.
The Board of Directors of WindowMaster International A/S
Contact Information
CEO, Erik Boyter
+45 4567 0300
ir@windowmaster.com
WindowMaster International A/S
Skelstedet 13, 2950 Vedbæk
Certified Advisor
HC Andersen Capital
Bredgade 23, 2., 1260 København
ca@hcandersencapital.dk