Notice of Extraordinary General Meeting in MyFirstApp Sweden AB (publ)

Shareholders of MyFirstApp Sweden AB (publ), reg. no. 556670-3038, are hereby invited to an extraordinary general meeting on October 26, 2023, at 09:00 at Birger Jarlsgatan 20, 5th floor, 114 34 Stockholm.

Shareholders wishing to participate in the meeting must be recorded in the printout of the share register as of October 18, 2023, and notify the company by October 23, 2023, in writing to BOX 164 16, 103 27 Stockholm or by email to [email protected]. The notification should include name, personal or organization number, address, phone number, number of shares represented, and any proxies and assistants attending. Proxies and representatives of legal entities are asked to submit, well in advance of the general meeting, the original power of attorney, registration certificate, and other authorization documents to the company.

Shareholders whose shares are nominee registered in the name of a bank or another nominee must, in addition to notifying the company of their participation, register the shares in their own name so that the shareholder is registered in the share register as of October 18, 2023. Such registration may be temporary (so-called voting rights registration) and requests for such registration should be made to the nominee in accordance with the nominee's procedures in such advance time as determined by the nominee. Voting rights registrations made by Friday, October 20, 2023, will be considered by Euroclear Sweden AB in the preparation of the share register.

Proposed agenda:
1. Election of chairman and secretary of the meeting.
2. Establishment and approval of the voting list.
3. Presentation and approval of the agenda.
4. Election of one or two adjusters.
5. Examination of whether the meeting has been duly convened.
6. Decision on the acquisition of shares from related parties.
7. Decision on offset issue to related parties.
8. Closing of the meeting.

Proposed resolutions

Decision on the acquisition of shares from related parties (Item 6)
Certain transactions between related parties must, according to Chapter 16a of the Companies Act, be submitted to the general meeting for approval. The board proposes that the general meeting decides to approve the acquisition of all shares (250 pcs) in TalesTime AB from Iron Branch Invest AB and hereby submits a proposal for a decision and a statement below according to Chapter 16a, Section 7 of the Companies Act.

The board proposes that the general meeting decides to approve the acquisition of all shares (250 pcs) in TalesTime AB from Iron Branch Invest AB at a price of SEK 8,000,000 (SEK 32,000 per share). Payment is made partly by offsetting the purchase price against 239,521 newly issued shares in MyFirstApp Sweden AB valued at SEK 5.01 per share and SEK 6,800,000 in promissory notes to Iron Branch Invest AB. The promissory note is due on October 1, 2025, with an annual interest rate of STIBOR + 4 percent. MyFirstApp Sweden AB has the right but not the obligation to convert the promissory note during the period at the VWAP 10-day price. The dilution after the transaction amounts to approximately 6.6 percent.

Explanation of the transaction
MyFirstApp Sweden AB ("The Buyer") and the company have entered into a share transfer agreement, conditional on the approval of the meeting, that the company will acquire all shares (250 pcs) in TalesTime AB from Iron Branch Invest AB ("The Seller") at a price of SEK 8,000,000 (equivalent to SEK 32,000 per share). The purchase price will be paid in the form of newly issued shares in the Buyer valued at SEK 5.01 each by offsetting promissory notes issued by the Buyer to the Seller for a total amount of SEK 1,200,000 and a long promissory note of SEK 6,800,000 due on October 1, 2025, with an annual interest rate of STIBOR + 4 percent. The Buyer has the right but not the obligation to convert the promissory note during the period at the VWAP 10-day price. In total, the Seller will thus receive 239,521 newly issued shares in the Buyer, which corresponds to 6.6 percent of the total number of outstanding shares in the Buyer. The purchase price has been determined through negotiations of independent valuation as well as board and management members in each company, and it is the assessment of all involved that the transaction is carried out on market terms for both the Buyer and the company.

Related parties
The seller of Talestime is Iron Branch Invest AB and is 100% owned by BGF Foundation AB controlled by Thomas Jansson. The Buyer, MyFirstApp Sweden AB, is owned to approx. 48% by NanoCap Intressenter AB which in turn is owned to approx. 75% by NanoCap Group S AB which is a wholly-owned subsidiary of NanoCap Group AB where approx. 62% of the votes are controlled by BGF Foundation AB, and Iron Branch Invest AB directly owns approx. 25% of MyFirstApp.
 

Decision on offset issue to related parties (item 7)
In connection with the proposal for a decision on the acquisition of shares in TalesTime AB according to item 6 above, the board proposes that the general meeting decides on a new issue of a total of 239,521 shares in MyFirstApp Sweden AB to be used as payment for part of the purchase price for the shares in TalesTime AB to the seller Iron Branch Invest AB.

The terms of the issue in brief are as follows:
- The company's share capital shall increase by SEK 1,197,605.1955, to a total of SEK 18,046,497.9455, through a new issue of 239,521 shares with a quota value of SEK 5.00000081607750 per share.
- In total, the number of shares will amount to 3,609,299.
- The subscription price shall be SEK 5.01 per share.
- The issue amount amounts to SEK 1,200,000.21.
- The right to subscribe for the shares belongs only to Iron Branch Invest AB, with the right and obligation to pay the subscribed shares by offsetting parts of the purchase price.
- Subscription of shares shall take place on October 26, 2023, on a subscription list, and payment by offsetting takes place directly in connection with the subscription. The board has the right to extend the time for subscription and payment.
- The premium shall be added to the free premium fund.
- The new shares entitle to dividends for the first time on the record date for dividends that fall closest after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register with Euroclear Sweden AB. The board, or whoever the board designates, is proposed to be granted the right to make the minor adjustments that may be needed in connection with the registration of the decision points with the Swedish Companies Registration Office and Euroclear Sweden AB.

Other 

For decisions according to the above item 6, the support of shareholders representing more than half of the votes cast is required, and voting must be in accordance with the ABL (Companies Act) rules. For decisions on the above item 7, the support of shareholders representing 9/10 of the votes cast is required due to the close relationship, and voting must be in accordance with the ABL rules. Shareholders have the right to certain information at the general meeting: the board and CEO shall, if a shareholder requests it and the board believes it can be done without significant harm to the company, provide information about circumstances that may affect the assessment of an item on the agenda. Explanations and other documents will be available at the company's office two weeks before the general meeting. The material will also be sent to shareholders who request it and provide their postal address.

Stockholm in October 2023
MyFirstApp Sweden AB
The Board