Notice of annual general meeting in 24SevenOffice Group AB
The shareholders of 24SevenOffice Group AB, reg. no. 559120-8870, (the "Company") are hereby invited to the annual general meeting on Wednesday 11 May 2022 at 13.00 CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm.
Right to attend the annual general meeting and notice
Shareholders who wish to attend the general meeting must:
- on the record date, which is Tuesday 3 May 2022, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Thursday 5 May 2022 The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm (kindly mark the envelope "24SevenOffice AGM"), or via e-mail: [email protected]. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 3 May 2022 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 5 May 2022 will be considered in preparations of the share register.
Proxy etc.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must submitted with the advance voting form and should be at the Company's disposal no later than on 5 May 2022. A form proxy will be available for downloading on the Company´s website www.24sevenoffice.com.
Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 4 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection of Covid-19.
A special form shall be used for advance voting. The form is available on www.24sevenoffice.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company’s disposal no later than on Thursday 5 May 2022. The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to [email protected]. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
Attend remotely
The shareholders might attend the general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the general meeting remotely and would like to utilize their voting rights can do so by participating in person, via video conference, via proxy or vote in advance. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on Tuesday 10 May 2022.
For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are following the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to follow the meeting.
It will be possible to ask questions online during the meeting. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the meeting.
In order to participate and vote online, you must have a steady network connection throughout the meeting. The Company has prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Examination of whether the meeting has been properly convened
- Presentation of the annual report and the auditor's report and the group annual report and the group auditor's report
- Resolution regarding
- adoption of income statement and balance sheet and the group income statement and the group balance sheet
- decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director
- Determination of number of directors and auditors
- Determination of fees to the board of directors and to the auditors
- Election of the board of directors and auditors
- Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
- Closing of the annual general meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting
The board of directors proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 7.b: Resolution regarding adoption of income statement and balance sheet and the group income statement and the group balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 8-10: Determination of number of directors and auditors, determination of fees to the board of directors and to the auditors and election of the board of directors and auditors
It is proposed that the board shall consist of four directors. It is further proposed that the number of auditors shall be one registered audit firm.
It is proposed that remuneration to each director shall be SEK 65,000 and to the chair of the board SEK 100,000.
Remuneration to the auditor is to be paid according to approved invoice.
It is proposed to elect Staffan Herbst and Karin Lindberg as new directors for the period until the end of the next annual general meeting. Karl-Anders Grønland and Staale Risa will continue as directors. Madeleine Lindblom and Henrik Vilselius have declined reelection. Karl-Anders Grønland will continue as chairman of the board. It is further proposed to elect Staale Risa as vice chairman of the board for the period until the end of the next annual general meeting.
More information regarding the proposed directors
Name: Staffan Herbst
Current assignments: CFO for SPENN Technology
Previous assignments: 12 years solid finance and fintech experience within global organisations such as UBS and Credit Suisse
Year of birth: 1983
Shareholding, including closely related parties: 0
The proposed director may be considered independent of the Company, company management and major shareholders.
Name: Karin Lindberg
Current assignments: Head of People & Organization at Karo Pharma Group
Previous assignments: 10 years of experience from Quadient as Global HR Business Process Director, HR Director at Director Switzerland, Italy, Benelux, Ireland, Nordic and another 10 years of experience in Human Resources from companies such as Philips and Statoil.
Year of birth: 1977
Shareholding, including closely related parties: 0
The proposed director may be considered independent of the Company, company management and major shareholders.
For more information regarding the proposed directors, please see the Company's website, www.24sevenoffice.com
It is further proposed to re-elect the registered audit firm RSM Stockholm AB as the Company's auditor for a period up until the end of the next annual general meeting. RSM Stockholm AB has announced that Anneli Richardsson will be the main responsible auditor.
Item 11: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company's business or in connection with acquisitions and to diversify the shareholder base.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Majority requirements
Resolution in accordance with item 11 is valid when supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are
67,962,772. The Company holds no own shares.
Other
The annual report with the auditor's report, the complete proposals, advance voting form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises, Döbelnsgatan 24, 113 52 Stockholm, and at the Company’s www.24sevenoffice.com, at least three weeks in advance of the general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Stockholm April 2022
24SevenOffice Group AB
The board of directors
