Notice of extraordinary general meeting of the shareholders in Readly International AB (publ) to be held on 25 November 2024
The shareholders of Readly International AB (publ), reg. no. 556912-9553, (the “Company” or “Readly”), are hereby called to an extraordinary general meeting to be held on Monday 25 November 2024 at 14.00 (CEST), at the Company’s head office at Gjörwellsgatan 30, 112 60 in Stockholm. Entry and registration begin at 13.30 (CEST).
The board of directors has decided, pursuant to the Company’s articles of association, that shareholders shall have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the meeting by attending in person, through a proxy or by postal voting.
Participation and registration
Shareholders wishing to participate in the meeting must:
- be registered in the share register maintained by Euroclear Sweden AB on the record date, which is Friday 15 November 2024, and
- no later than Tuesday 19 November 2024, give notice of participation and any assistants (no more than two) in writing by regular mail to Kanter Advokatbyrå KB, Att: Emelie Möller, Box 1435, 111 84 Stockholm (please mark the envelope “Readly EGM 2024”) or by e-mail to [email protected]. The notification should state the full name, personal or corporate identity number, shareholding, address, telephone number and, when applicable, information about the deputy, proxy or assistants. Shareholders who wish to participate in the meeting by postal voting, please find instructions set out below under section “Advance voting”.
Nominee shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register their shares in their own name with Euroclear Sweden AB, in order to be entitled to participate in the meeting. The nominee must be notified of this in good time before Friday 15 November 2024, at which date such registration must be in effect in order to be included in the share register printed by Euroclear Sweden AB on this day. Voting right registration by a shareholder in such time that the registration has been made by the relevant nominee no later than Tuesday 19 November 2024 will also be taken into account in compiling the share register.
Proxy
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 be available at the meeting and a copy should be sent to the Company well before the meeting by regular mail or by e-mail at the addresses stated above, and should, in order to facilitate the entrance to the meeting, be received by the Company no later than Friday 22 November 2024. A form of proxy will be available for downloading on the Company's website https://corporate.readly.com/ and will also be sent to shareholders who so request and inform the Company of their e-mail or postal address.
Advance voting
Shareholders who wish to exercise their voting rights at the meeting by postal voting in advance shall use a special form for advance voting. The form is available on https://corporate.readly.com/. Shareholders exercising their voting right through postal voting does not need to notify the Company of attendance at the meeting. The advance voting form is considered as the notification of attendance at the meeting.
The completed voting form must be received by the Company no later than Tuesday 19 November 2024. The completed and signed form shall be sent to the address stated under “Participation and registration” above. A completed and signed form may also be submitted electronically to [email protected]. If the shareholder is a legal entity, a registration certificate shall be sent with the form. The same applies 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 are included in the form for advance voting.
Remote attendance
Shareholders may also attend the meeting remotely (via video conference). Those who want to attend the meeting remotely and would like to utilise their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilise their voting rights. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the meeting remotely, no later than on Friday 22 November 2024.
For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to vote, speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are attending 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 attend the meeting.
Proposed agenda
- Opening of the meeting
- Appointment of chairman for the meeting
- Preparation and approval of the voting list
- Election of one person to certify the minutes
- Examination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on dividends
- Closing of the meeting
Item 2: Appointment of chairman of the meeting
The board proposes that Jan Lund, chairman of the bord, is appointed as chairman at the meeting.
Item 7: Resolution on extra dividend
Proposal for resolution
The board proposes that the extraordinary general meeting resolves on an extra dividend to the shareholders of SEK 1.75 per share. The board proposes 27 November 2024 as the date of record. If the meeting decides according to the proposal, the dividend is calculated to be sent by Euroclear Sweden AB on 2 December 2024.
Following the most recent resolution regarding a value transfer, approximately SEK 401 million remains of the funds available pursuant to Chapter 17, section 3, first paragraph of the Companies Act.
Documents
The board's complete proposal for a resolution, the annual report for 2023, as well as the board’s report and statement pursuant to Chapter 18, Sections 4 and 6 and the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, will be available on the company's corporate webpage https://corporate.readly.com/ and at the company's head office at Gjörwellsgatan 30, 112 60 Stockholm not less than two weeks before. Documents are also sent to shareholders who request it and state their postal address. The documents are presented at the meeting by making them available on the company's webpage and head office.
Miscellaneous
Proxy form and advance voting form are available at least three weeks in advance of the meeting. The notice and all the above documents are available at the Company at Gjörwellsgatan 30 in Stockholm and at the Company's website https://corporate.readly.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The total number of shares and votes in the Company on the date of this notice amounts to 37,904,738 shares. The Company holds no own shares.
The shareholders are reminded of their right to request information at the meeting from the board of directors and the managing director regarding any circumstances that may affect the assessment of a matter on the agenda in accordance with Chapter 7, Section 32 paragraph 2 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation to the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
30 October 2024
Readly International AB (publ)
The board of directors
For more information, please contact:
Linnéa Aguero, Head of PR & Communications, +46 725 03 32 31, [email protected]
About Readly
Readly is a European category leader for digital magazines and newspapers. The company offers a digital subscription service where customers have unlimited access to 8,000 national and international titles - all in one app and at a fixed monthly fee. Readly has subscribers in 50 countries and content available in 17 different languages. In collaboration with around 1,000 publishers worldwide, Readly is digitising the newspaper and magazine industry. In 2023, revenues amounted to SEK 663 million. The Readly share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company’s Certified Advisor. For more information, please visit https//corporate.readly.com