ANNUAL GENERAL MEETING IN SMART VALOR AG

ANNUAL GENERAL MEETING IN SMART VALOR AG

The convening notice in full, including the agenda of the shareholders' meeting, will be available together with other AGM-related documents on the Company's website www.smartvalor.com/en.

RIGHT TO VOTE AT THE AGM

SDR-holders who wish to vote at the AGM must:

• be a legal holder of SDRs at the record date on 19 June 2023 and, if the SDRs are nominee-registered with a non-Swedish trustee, follow the instructions under "NON-SWEDISH NOMINEE REGISTERED SDRS" below; and
• no later than 26 June 2023 23:59 CEST cast their votes either by (i) using Bank-ID following this link https://computershare.sweetsystems.se/web/Survey/CreateAnswerSet/2beda7e5-b82b-489d-929c-61e5e5d873f7?close=1 or (ii) use the proxy form available on the Company's website smartvalor.com. SDR-holders who choose to vote by filling in the proxy form must send the proxy form by post to Computershare AB, "SMART VALOR AGM", Box 5267, 102 46 Stockholm, or by e-mail to [email protected]. Completed form must be received by Computershare no later than 26 June 2023.

NON-SWEDISH NOMINEE REGISTERED SDRS

SDR-holders who have nominee-registered their SDRs with a non-Swedish bank or other trustee needs to provide Computershare with a certificate of holding from the trustee stating the beneficial SDR-holder's name and amount of SDRs held on the record date 19 June 2023.  Such certificate of holding must be sent by post to Computershare AB, "SMART VALOR AGM", Box 5267, 102 46 Stockholm, or by e-mail to [email protected]. Completed form must be received by Computershare no later than 26 June 2023, and the non-Swedish trustees should therefore be advised of this in good time in advance.

VOTING BY POWER OF ATTORNEY

When submitting votes via regular mail or courier the proxy needs to be accompanied by supporting documentation showing the undersigned person/s authority to vote on behalf of the SDR-holder. The proxy and any Power of Attorney need to be submitted by post to Computershare at "SMART VALOR AGM", Box 5267, 102 46 Stockholm or by e-mail to [email protected] no later than 26 June 2023. A Power of Attorney which can be used for this purpose is available at the Company's website www.smartvalor.com/en.

AGENDA AND MOTIONS FOR RESOLUTIONS

1. Opening declarative statements
2. Presentation of the annual report of the Board of Directors
3. Presentation of the financial statements as of 31.12.2022
4. Resolutions on the approval of the financial statements as of 31.12.2022 and the annual report of the Board of Directors
   Proposal:
   Approval of the financial statements as of 31.12.2022 and the annual report of the Board of Directors of the Company.
   
   
5. Resolutions concerning the annual results
   Proposal:
   The annual loss of the business year ending 31 December 2022 shall be carried forward.
6. Elections
   Proposal:
   The current Board of Directors, i.e. Olga Feldmeier (chairman), Jean-Baptiste Zufferey and Markus Rinderer, to be re-elected for a further term of one year. Election takes place separately for each director in the following order:
   - Olga Feldmeier (chairman)
   - Jean-Baptiste Zufferey; and
   - Markus Rinderer.
   
   The board members Olga Feldmeier and Markus Rinderer be re-elected to the Renumeration Committee for a further term of one year. Election takes place separately for each member of the Renumeration Committee in the following order:
   Olga Feldmeier; and
   Markus Rinderer.
   
   The current auditor, i.e. BDO Ltd, to be re-elected for a further term of one year.
   
   The Board of Directors proposes that PST Legal AG, Zug, be elected as the independent proxy for a one-year term of office expiring after completion of the ordinary shareholders' meeting in 2024.
7. Employee Stock Option Plan (ESOP)
   Proposal:
   Amend the ESOP as follows:
   Strike price shall be equal to the 1-3 month volume weighted average price of SMARTSDB in the quarter immediately preceding the grant.
8. Compensation
   Proposal:
   The maximum amount of remuneration for the compensation of the Board of Directors for the term of office until the next ordinary shareholders' meeting shall be:
   Cash consideration                                                            CHF      200,000
   Valor consideration                                                            40,000 Valor tokens
   Stock options                                                                    60,000 options
   
   The maximum amount of renumeration for the compensation for the Executive Committee (management team) for the financial year 2024 shall be:
   Cash consideration                                                            CHF      800,000
   Valor consideration                                                            400,000 Valor tokens
   Stock options                                                                    100,000 options
9. Issuance of discharge to the board of directors
   Proposal:
   The shareholders' meeting shall decide to issue discharge to the board of directors for their activities in the business year 2022. Voting takes place separately for each director in the following order:
   (i)Olga Feldmeier (chairman)
   (ii)Jean-Baptiste Zufferey; and
   (iii)Markus Rinderer

The shareholders' meeting shall decide to issue discharge to the management for their activities in the business year 2022.

______________________

Zug in May 2023
SMART VALOR AG
Board of Directors 

Enclosures:

This will be available from 9th June 2023 on SMART VALOR's Investors Relations website page: https://smartvalor.com/en/investor-relations 

• Annual Report 2022

For additional information, please contact

Olga Feldmeier, Board chair and Co-founder
Email [email protected]

Adrian Faulkner, General Counsel
Mobile: +44 779 695 0688
Email: [email protected]

Certified Adviser

Mangold Fondkommission AB

The following documents can be retrieved from beQuoted
SMART-VALOR-AG-press-release-information-about-AGM.pdf