Notice on the redemption of minority shareholders in INCUBA A/S pursuant to section 72(3) of the danish companies act
In the Redemption Notice, the minority shareholders were thus encouraged to transfer their shares in the Company to AUFF Holding within four weeks, with a deadline of 5 December 2025 inclusive. At the expiry of the four-week deadline, no shares had been transferred to AUFF Holding.
In accordance with the Redemption Notice, AUFF Holding has therefore, as of today, 8 December 2025, unconditionally deposited the redemption amount corresponding to the non-transferred shares for the benefit of the remaining minority shareholders under the Danish Depository Act, cf. Section 72(1) of the Danish Companies Act. As a result, AUFF has, with effect from today, 8 December 2025, been registered as the owner of the relevant shares in the Company’s shareholders’ register and now owns all shares in the Company (excluding the Company’s own shares).
As stated in the Redemption Notice, the redemption price for the shares has been set at DKK 12.647967 per share with a nominal value of DKK 1.00, corresponding to the share’s proportional share of the Company’s net asset value (DKK 589,235,000) as of 31 December 2024 according to the Company’s annual report for the financial year 2024, after deduction of the Company’s own shares, amounting to DKK 165,000 shares with a nominal value of DKK 1.00.
As stated in the Redemption Notice, the redemption price corresponds to the price paid per share with a nominal value of DKK 1.00 by AUFF Holding as part of the acquisition of shares from the 39 shareholders who voluntarily chose to sell their shares in the Company to AUFF Holding, representing in total approx. 40% of the share capital and voting rights in the Company.
If a former minority shareholder whose shares have been redeemed does not agree with the redemption price stated above, the former minority shareholder may, no later than three months from today, i.e., no later than 8 March 2026, pursuant to Section 70(2) of the Danish Companies Act, request that AUFF Holding have the redemption price determined by an appraiser appointed by the court at the Company’s registered office. In such case, the appraiser must determine the redemption price in accordance with Section 67(3) of the Danish Companies Act.
The right to have the redemption price determined by an appraiser lapses upon expiry of the three-month period stated above, i.e., on 8 March 2026, cf. Section 72(3) of the Danish Companies Act.
Costs associated with the appraiser’s valuation shall be borne by the former minority shareholder requesting the valuation. However, the court may order AUFF Holding to bear the costs in whole or in part if the valuation results in a higher redemption price than that offered by AUFF Holding, cf. Section 70(3) of the Danish Companies Act.
If an appraiser is appointed and the appraiser’s valuation pursuant to Section 67(3) of the Danish Companies Act results in a higher redemption price than that offered by AUFF Holding, this higher price will also apply to former minority shareholders whose shares were redeemed but who did not request a valuation, cf. Section 70(3) of the Danish Companies Act. This does not apply to former shareholders of the Company who voluntarily sold their shares to AUFF Holding.
Aarhus, 8 December 2025
AUFF Holding P/S