Notice of the Annual General Meeting in M.O.B.A. Network AB
Shareholders in M.O.B.A. Network AB, reg. no. 559144-3964, are hereby summoned to the annual general meeting on April 26, 2024, at 10:00 a.m. at the company’s premises Kontoret Nybroviken, at Birger Jarlsgatan 2, 5th floor, Stockholm.
Shareholders who wish to participate in the meeting must both be recorded in the printout of the share register regarding the conditions as of April 18, 2024, in the share register kept by Euroclear Sweden AB, and notify the company no later than April 22, 2024, in writing to M.O.B.A. Network AB, Box 5298, 10246 Stockholm, or by email to [email protected]. The notification must include name, personal/corporate identity number, address, telephone number, the number of shares represented, and any proxies and assistants (maximum two) attending. Proxies and representatives of legal entities are asked to submit a power of attorney in original, registration certificate, and other authorization documents to the company well in advance of the general meeting.
Shareholders with nominee-registered shares must, in order to have the right to participate in the general meeting, request to be temporarily entered into the share register with Euroclear Sweden AB in their own name. Such registration, so-called voting rights registration, must be completed no later than April 22, 2024, which means that the shareholder must notify their nominee well before this date.
Proposed Agenda:
- Opening of the meeting and election of the chairman and the secretary of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to certify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation and approval of the agenda.
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and group audit report for 2023.
- Resolutions
a) on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b) on the appropriations regarding the company's profit according to the adopted balance sheet.
c) on discharge from liability for the board members and the CEO.
- Determination of the number of board members, auditors, deputy board members, and deputy auditors.
- Determination of fees for the board and auditors.
- Election of board members and auditor.
- Resolution to authorize the board to decide on the issue of shares, subscription options, and/or convertibles
- Closing of the meeting.
Proposed Resolutions
Election of the chairman of the meeting (item 1):
The board proposes that Lawyer Emil Apelman be elected as chairman of the meeting.
Disposition of results (item 7b)
The board proposes that no dividend be paid for the fiscal year 2023 and that the results be treated in accordance with the proposal in the administration report.
Election of board members, fees, etc. (items 8-10)
The board intends to revert, no later than at the annual general meeting, with proposals regarding the number of board members, determination of fees for the board members, and election of board members.
It is proposed that Grant Thornton Sweden AB be elected as the company's auditor until the end of the next annual general meeting to be held in 2025. As the principal responsible auditor, the audit firm intends to appoint the authorized auditor Carl Niring. No deputy auditor is proposed to be elected. The auditor's fee is proposed to be paid according to the approved invoice.
Resolution to authorize the board to decide on the issue of shares, subscription options, and/or convertibles (item 11)
The board proposes that the annual general meeting resolves to authorize the board, on one or several occasions until the next annual general meeting, with or without deviation from the shareholders' preferential rights, to decide on the issue of shares, subscription options, and/or convertibles for cash payment and/or with provision for contribution in kind or set-off or otherwise under conditions.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to enable the acquisition of capital for expansion through corporate acquisitions or acquisitions of business assets, for the company’s operations, and for the adjustment of the company’s capital and/or ownership structure. Insofar as an issue is made with deviation from the shareholders' preferential rights, the issue shall be made at market conditions. Furthermore, the authorization could be used to issue shares to the seller of Wargraphs S.A.S within the framework of additional purchase prices that may be due due to the acquisition. For further information regarding the acquisition, reference is made to the press release on May 5, 2023.
Regarding issues conducted with the support of this authorization to issue shares to the seller of Wargraphs S.A S., the number of shares that can be issued shall not exceed a value of 10 MEUR. For other issues conducted with the support of this authorization, neither the share capital nor the number of shares that are added, or that may be added upon exercise of issued subscription options and/or convertibles, shall be able to generate a dilution exceeding 10 percent of the share capital and number of shares based on the share capital and number of shares in the company at the time the authorization is first utilized.
Both the board of directors and the CEO are authorized to make minor adjustments to the resolution that may prove necessary for the registration of the decision with the Swedish Companies Registration Office.
For a valid decision according to the foregoing proposal, it is required that it is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Other Information
Annual reports, audit reports, and other documents will be presented at the meeting and will be available at the company and on the company’s website, https://wearemoba.com, no later than three weeks before the meeting and sent free of charge to shareholders who request it. Concerning items 8-10, documents will be available no later than at the time of the annual general meeting. Shareholders are informed of their right to request information from the board and CEO at the meeting according to chapter 7, section 32 of the Swedish Companies Act.
