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Investor

Corporate governance

Corporate governance 


 

Company description - Realfiction Holding AB (pdf) (Swedish)

Article of Association (pdf)


 

THE BOARD AND CEO

Michael Kjær formand for bestyrelsen i Realfiction

Michael Kjær – Chairman of the Board since 2017

Michael Kjær, born 1956, has extensive experience in board and management positions, strategy development, retail, sales and marketing, accounting, plus with fund and investment companies.  Kjær is expertjudge in The Maritime and Commercial High Court in Copenhagen, Denmark. And Kjær has been Chairman of the Board in Realfiction ApS since 2016. Michael Kjær is independent of the Company, Senior Management and major shareholders in the company.

Michael Kjær owns 135,286 shares at 29. March 2019. 

 


 

Company engagement over the last five years

Company

Position

Period

Artha Holding A/S

Chairman of the Board

Ongoing

Brdr A&O Johansen A/S

Vice Chairman

Ongoing

Core Leasing A/S

Chairman of the Board

Ongoing

Invest Group A/S

CEO and Board member

Ongoing

Jacobsgaard Investment Advisory ApS

Board member

Ongoing

Kjær 11-11-11 ApS

Board member

Ongoing

MenuPay ApS

Chairman of the Board

Ongoing

MenuPay AB

Chairman of the Board

 Ongoing

Kraks Fond

Chairman of the Board

Ongoing

MMP af 1988 A/S

Board member

Ongoing

 Realfiction ApS

Board member

Ongoing

 Realfiction Holding AB

Board member

Ongoing

Paul Kjær af 1991 ApS

 Board member

Ongoing

Paul Kjær Invest A/S

Chairman of the Board

Ongoing

Telecentret A/S

Chairman of the Board

Ongoing

F GROUP A/S

CEO

Ended during the period

Interdan A/S

Vice Chairman

Ended during the period

Sokkelund Ejendomme ApS

 CEO and Board member

 Ended during the period

 Sokkelund Invest A/S

 CEO and Board member

 Ended during the period


Share ownership over 10% over the last five years

Company

Capital (%)

Votes (%)

Period

Invest Group A/S

100

100

Ongoing

Kjær 11-11-11 ApS

25

25

Ongoing

MMP af 1988 A/S

33

33

Ongoing

Sokkelund Ejendomme Ap

100

100

Ongoing

Sokkelund Invest A/S

100

100

Ongoing

F GROUP A/S

30

30

Ended during the period

F GROUP A / S entered into reconstruction in Denmark in February 2016. In addition, Michael Kjær has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy management during the last five years.


 

Søren Bruun

Søren Jonas Bruun – Member of the Board since 2017

Søren Jonas Bruun, born in 1961, holds an executive MBA from Copenhagen Business School and a background in technology and international affairs, but has also been active in business banking, corporate finance and industry work. Bruun is co-founder of and partner in Gemstone Capital. In addition, Bruun has previously worked in New York and London and participated in more than 15 successful exits of IT companies. Bruun has held board assignments in more than 25 companies and is currently active as vice chairman of MenuCard AB, which is listed on AktieTorget. Bruun is also a Boardmember of Realfiction ApS since 2009. Søren Jonas Bruun is not independent of the Company and major shareholders in the Company. Søren Jonas Bruun is independent of the Senior Management.

Bruun privately owns no shares in Realfiction Holding AB but is a general partner of Ceranco Equity S.C.S, which owns 3,194,447 shares in Realfiction Holding AB, corresponding to approximately 27.5 percent. In addition, 1CT Management ApS, in which Bruun is a general partner, holds 120 750 warrants in Realfiction Holding AB.

Company engagement over the last five years

Company

Position

Period

Gemstone Partner Holding ApS

Founder

Ongoing

1CT Management ApS

General partner

Ongoing

Ceranco Equity S.C.S

General partner

Ongoing

Gemstone Capital (under bildande)

Partner

Ongoing

Menucard AB

Vice Chairman

Ongoing

Menucard ApS

Vice Chairman

Ongoing

Realfiction ApS

Board member

Ongoing

Realfiction Holding AB

Board member

Ongoing

A2l Systems ApS

Board member

Ended during the period

Connect Denmark

Chairman of the Board

Ended during the period


Share ownership over 10% over the last five years

Company

Capital (%)

Votes (%)

Period

Gemstone Partner Holding ApS

79

79

Ongoing

1st Advisory Services Ltd (vilande bolag)

50

50

Ongoing

1st Corporate Technologies Ltd. (vilande bolag)

100

100

Ongoing

ApS af 1.10.1999

100

100

Ended during the period

Søren Jonas Bruun owned and served as board member of the company ApS on 01.10.1999. The company was used as a consulting company. A dismissed partner in 1CT's first venture fund made major claims. Even though the company was well-functioning and solvent, it could not finance the claims and, as of 01.10.1999, ApS was forced into bankruptcy in 2013. In addition, during the past five years, Bruun has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy.


 

peter_max

Peter Max – Member of the Board since 2017

Peter Max, born in 1961, holds a bachelor's degree in Marketing and Management from Insead and Henley MBA Institute and extensive experience in developing technology companies. For more than 20 years, Max has worked in several roles, such as CEO, Chairman of the Board, Investor and Founder. Max experience includes Senior Executive in companies such as Microsoft and Apple. Max is one of the founders and CEO of Gemstone Capital. Max is also a board member of Realfiction ApS since 2015. Peter Max is not independent of the Company and major shareholders in the Company. Peter Max is independent of the Senior Management.

Max privately owns no shares in Realfiction Holding AB. 1CT Management ApS, in which Max is a partner, holds 120,750 warrants in Realfiction Holding AB.

Company engagement over the last five years 

Company

Position

Period

Gemstone Partner Holding ApS

Founder

Ongoing

Gemstone Capital

CEO

Ongoing

Realfiction ApS

Board member

Ongoing

Realfiction Holding AB

Board member

Ongoing

Sophion Bioscience A/S

Board member

Ongoing

A2i Systems A/S

Board member

Ended during the period

Caramba Imaging Aps

Board member

Ended during the period

HentTilbud Aps

Board member

Ended during the period

Mindstorm Limited

Board member

Ended during the period

Siteexploration Aps

Board member

Ended during the period


Share ownership over 10% over the last five years

Company

Capital (%)

Votes (%)

Period

Gemstone Partner Holding ApS

21

21

Ongoing

Maxelle Management ApS

100

100

Ongoing

Max has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy management during the last five years.


Peter Bugge

Peter Bugge Johansen - member of the board since 2018

Peter Bugge Johansen, born 1962, State Authorized Public Accountant. Johansen worked 20 years at Interdan Holding A/S the last 6 years as CEO and before that CFO. Johansen has acquired extensive knowledge in financial and strategic issues such as financing, reporting internal and external, change management, group structure, asset management, and merges and acquisitions. Previous experience includes 3 years as Tax Manager at A.P.Moller-Maersk and auditor for 14 years at Deloitte in Denmark and in Italy. Peter Bugge Johansen is independent of the Company, Senior Management and major shareholders in the company.

Company engagement over the last five years

Company

Position

Time period

STENOCARE A/S

CFO

Ongoing

Realfiction ApS

Member of the board

Ongoing

Realfiction Holding AB

Member of the board

Ongoing

PP Capital Asset Management Fondsmæglerselskab A/S

Member of the board

Ongoing

PP Capital Holding A/S

Member of the board

Ongoing

ApS Habro Kompemantar-21

Member of the board

Ongoing

K/S Habro-Hamstead

Member of the board

Ongoing

ApS Habro Kompemantar-53

Member of the board

Ongoing

K/S Habro Southampton

Member of the board

Ongoing

ApS Habro Kompemantar-56

Member of the board

Ongoing

Habro-56, Komanditaktieselskab

Member of the board

Ongoing

ApS Habro Kompemantar-11

Member of the board

Ongoing

K/S Habro-Tamworth

Member of the board

Ongoing

Interdan Holding A/S

CEO

Ended during the period

 

Share ownership over 10% over the last five years

Company

Capital (%)

Votes (%)

Time period

ApS Habro Kompemantar-21

10

10

Ongoing

K/S Habro-Hamstead

10

10

Ongoing

ApS Habro Kompemantar-53

14

14

Ongoing

K/S Habro Southampton

14

14

Ongoing

ApS Habro Kompemantar-56

14

14

Ongoing

Habro-56, Komanditaktieselskab

14

14

Ongoing

ApS Habro Kompemantar-11

10

10

Ongoing

K/S Habro-Tamworth

10

10

Ongoing

 

Peter Bugge Johansen has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy management during the last five years. 

Clas Dyrholm - CEO and founder of Realfiction

Clas Dyrholm – CEO and Member of the Board since 2017

Clas Dyrholm, born 1974, is co-founder of and CEO of Realfiction. Dyrholm has an extensive background in film and television as editor and compositor. Dyrholm combines industry experience with strong presentation and negotiation skills and natural leadership skills. Dyrholm is also a board member and CEO of Realfiction ApS since 2009. Clas Dyrholm is not independent of the Company, Senior Management and major shareholders in the Company.

Dyrholm owns 50 percent of Clape Holding ApS, which in turn owns 2,875,000 shares in Realfiction Holding AB, equivalent to approximately 24.7 percent. Clape Holding ApS holds 230,000 warrants in Realfiction Holding AB.

Company engagement over the last five years

Company

Position

Period

Realfiction ApS

CEO and Board member

Ongoing

Realfiction Holding AB

CEO and Board member

Ongoing


Share ownership over 10% over the last five years

Company

Capital (%)

Votes (%)

Period

Clape Holding ApS

50

50

Ongoing

Dyrholm has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy management during the last five years.

peter Simonsen - Founder and Head of R&D in Realfiction

Peter Simonsen – Head of R&D and Member of the Board since 2017

Peter Simonsen, born 1972, is a founder of and works with research and development in Realfiction. Simonsen has a background as a film and TV photographer, which has contributed to a deep understanding of light, image and technology. Simonsen is also a board member of Realfiction ApS since 2009. Peter Simonsen is not independent of the Company, Senior Management and major shareholders in the Company.

Simonsen owns 50 percent of Clape Holding ApS, which in turn owns 2,875,000 shares in Realfiction Holding AB, equivalent to approximately 24.7 percent. Clape Holding ApS holds 230,000 warrants in Realfiction Holding AB.

Company engagement over the last five years

Company

Position

Period

Realfiction ApS

Board member

Ongoing

Realfiction Holding AB

Board member

Ongoing

Share ownership over 10% over the last five years 

Company

Capital (%)

Votes (%)

Period

Clape Holding ApS

50

50

Ongoing

 

Simonsen has not been active in companies affected by bankruptcy, forced into liquidation or bankruptcy management during the last five years.


 


 

SENIOR MANAGEMENT

Clas Dyrholm - founder and CEO in Realfiction

Clas Dyrholm

More information found under the board and CEO further up.

Peter

Peter Simonsen

More information found under the board and CEO further up.

Søren steen pedersen

Søren Steen Pedersen

Position with the Issuer and other significant positions; COO
Education and experience; MSc Finance & Accounting & HD(O) , Commercial & Operational Strategic Management, +15 years of experience
Shares and other financial instruments issued by the Issuer held by such persons and/or closely-related parties; N/A
Year of commencement of the position; 2017

Torben Okkels, CFO in Realfiction

Torben Okkels

Position with the Issuer and other significant positions; Chief Financial Officer
Education and experience; Okkels has more than 25 years of experience as CFO and from audit, accounting and management consulting with large and medium sized public and global companies. Okkels is State Authorized Public Accountant and holds a Master degree in Audit & Accounting.
Shares and other financial instruments issued by the Issuer held by such persons and/or closely-related parties; None
Year of commencement of the position; 2018

flemming Kloster

Flemming Kloster

Position with the Issuer and other significant positions; Supply Chain Director
Education and experience; Electronic Engineer 9 years of experience Project manager 6 years of experince, Parth Finder / Senior Manager 16 years
Shares and other financial instruments issued by the Issuer held by such persons and/or closely-related parties; N/A
Year of commencement of the position; 2011

Andreas Andersson, Marketing Manager at Realfiction

Andreas Andersson

Position with the Issuer and other significant positions; Marketing Manager
Education and experience; BA. Ling Merc, International Business Communication and Marketing. 8 years of experience.
Shares and other financial instruments issued by the Issuer held by such persons and/or closely-related parties; N/A
Year of commencement of the position; 2016