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 10 May 2023 at 3 p.m. 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 2 May 2023, 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 4 May 2023. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Filippa Kronsporre, 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 2 May 2023 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 4 May 2023 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 4 May 2023. A form proxy will be available on the Company's website www.24sevenoffice.com.
Advance voting
The board has resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting.
A special form shall be used for advance voting. The form is available on the Company's website, 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 4 May 2023. 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.
Electronic participation
The board has decided that shareholders who cannot attend the meeting should be able to take part in the meeting via a link. Further instructions regarding electronic participation will be sent no later than Tuesday 9 May 2023 to the shareholders who have registered their participation no later than Thursday 4 May 2023. Note that it is not possible to vote via link, but a shareholder who does not physically attend the meeting must vote via advance voting or by proxy, see further information above under the heading "Advance voting" and under the heading "Proxy etc.".
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 annual 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 re-elect Karl-Anders Grønland, Staffan Herbst, Karin Lindberg and Staale Risa as directors for the period until the end of the next annual general meeting.
It is further proposed to re-elect Karl-Anders Grønland as chairman of the board and Staale Risa as vice chairman of the board, for the period until the end of the next annual general meeting.
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, Sveavägen 9, 111 57 Stockholm, and at the Company’s website 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 are hereby notified regarding the right, at the annual general meeting, to 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 2023
24SevenOffice Group AB
The board of directors