Notice to attend the Annual General Meeting in Speqta AB (publ)
The shareholders of Speqta AB (publ), reg.no. 556710-8757 (the ”Company”), are hereby given notice to attend the annual general meeting on Tuesday, 16 May 2023 at 10:00 a.m. at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm, Sweden. Registration for the annual general meeting will commence at 09.30 a.m.
Notification
Shareholders who wish to participate at the meeting shall:
- both be listed as shareholder in the register of shareholders kept by Euroclear Sweden AB (the Swedish Central Securities Depository) concerning the circumstances on Monday, 8 May 2023, and
- no later than Wednesday, 10 May 2023 have notified their attendance and any advisor to the Company either in writing to Speqta AB (publ), Att: Årsstämma, Kungsgatan 64, 3tr, SE-111 22 Stockholm, Sweden or by e-mail to [email protected].
The notification shall include full name, personal or corporate identity number, address, daytime phone number and, when applicable, information about deputies, proxies and advisors. The maximum number of advisors is two. In order to facilitate registration for the meeting, the notification shall, when applicable, be accompanied by power of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by the latest on the record date on Monday, 8 May 2023. Such registration may be temporary (so-called "voting registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Wednesday, 10 May 2023 will be considered in the preparation of the share register.
Proxies
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If a power of attorney is issued by a legal entity, a certificate of registration shall be attached, or if such document does not exist, an equivalent authorisation document. Power of attorney forms for shareholders who wish to participate in the meeting through a proxy are available on the Company’s website www.speqta.com. A copy of the power of attorney and any registration certificates shall, well in advance of the meeting, be sent to: Speqta AB (publ), Att: Årsstämma, Kungsgatan 64, 3tr, SE-111 22 Stockholm, Sweden or by e-mail to [email protected]. The original version of the power of attorney must also be presented at the meeting.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to check the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of the proposed agenda
- Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
- Resolution regarding:
a) approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the Company’s profit in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the board of directors and the chief executive officer
- Determination of the number of board members and auditors to be elected by the meeting
- Determination of remuneration to the board of directors and auditors
- Election of the board of directors and auditor
- Resolution regarding authorization for the board of directors to resolve on new issue of shares, warrants and/or convertibles
- Closing of the meeting
Resolutions proposed by the nomination committee
The nomination committee, which prior to the annual general meeting 2023 comprises of Jari Piiponniemi (appointed by Toni Heikkonen), Mikael Riese Harstad, (chairman and appointed by Andre Lavold), Dario Bezzina (appointed by Henrik Persson Ekdahl) and Fredrik Burvall (chairman of the board of directors) has submitted the following proposals for resolutions in respect of items 2 and 9–11 of the above proposed agenda.
Item 2. Election of the chairman of the meeting
The nomination committee proposes that advokat Jenny Lindén from Advokatfirman Delphi is elected as chairman of the annual general meeting, or, in her absence, the person designated by the nomination committee.
Item 9. Determination of the number of board members and auditors to be elected by the meeting
The board of directors is currently composed of five (5) ordinary board members without deputies. The nomination committee proposes that the board of directors shall be composed of five (5) ordinary board members without deputies for the period until the end of the next annual general meeting.
The Company currently has a registered auditing firm as auditor. The nomination committee proposes that the Company for the period until the end of the next annual general meeting shall have a registered auditing firm as auditor.
Item 10. Determination of remuneration to the board of directors and auditors
The nomination committee proposes that remuneration to the board of directors shall remain unchanged and is thus proposed to be paid with a total of SEK 850,000 to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 250,000 and other members of the board of directors is entitled to remuneration of SEK 150,000 per member. Remuneration for work in the audit committee shall be SEK 40,000 to the chairman and SEK 30,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 35,000 to the chairman and SEK 25,000 to each of the other members of the committee.
The nomination committee further proposes that remuneration to the Company’s auditor shall be paid accordance with approved invoice.
Item 11. Election of the board of directors and auditor
The nomination committee proposes that the annual general meeting, for the period until the end of the next annual general meeting, shall re-elect the board members Fredrik Burvall, Andre Lavold, Lisa Gunnarsson, Errol Koolmeister and Jari Piiponniemi.
The nomination committee proposes re-election of Fredrik Burvall as chairman of the board of directors.
For a presentation of the members proposed for re-election, please refer to the Company’s website www.speqta.com.
The nomination committee further proposes re-election of the registered auditing firm PricewaterhouseCoopers AB as the Company’s auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that, if PricewaterhouseCoopers AB is re-elected as auditor, Nicklas Renström will continue as auditor in charge. The nomination committee’s proposal is in accordance with the recommendation from the audit committee.
Resolutions proposed by the board of directors
Item 8 b). Resolution regarding allocation of the Company’s profit in accordance with the adopted balance sheet
The board of directors proposes that, of the funds at the disposal of SEK 114,157,137 to the annual general meeting, a total of SEK 45,021,802.76 shall be paid to the shareholders in dividend, and that the remaining SEK 69,135,335 shall be carried forward to new account.
Accordingly, the proposed dividend is SEK 6.83 per share. Friday, 19 May 2023, is proposed as record date for receipt of the dividend. With this record date, the dividend is estimated to be paid through the care of Euroclear Sweden AB on Wednesday, 24 May 2023.
Item 12. Resolution regarding authorization for the board of directors to resolve on new issue of shares and issue of warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions for the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on issue of shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with a condition.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to facilitate raising of capital for expansion through corporate acquisitions or acquisitions of business assets, for the Company’s business as well as adjustment of the Company’s capital and/or ownership structure. Issues made with deviation from the shareholders’ preferential rights shall be made on market terms.
For issues carried out by virtue of this authorization, neither the share capital nor the number of shares to be issued, or which may be issued upon exercise of issued warrants and/or convertibles, shall generate a dilution exceeding 10 percent of the share capital and the number of shares based on the share capital and the number of shares in the Company at the time the authorization is exercised for the first time.
The board of directors as well as the CEO are authorized to make minor adjustments in the resolution that may prove to be required in connection with the registration thereof at the Swedish Companies Registration Office.
Valid resolution in accordance with the present proposal requires the support of shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the general meeting.
Shareholders right to request information
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so request and the board of directors deems that it may be done without significant harm to the Company, provide information at the annual general meeting regarding circumstances that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s financial situation. The disclosure requirement also covers the Company’s relationship to another Group company, the consolidated financial statements and such relationships concerning subsidiaries as referred to in the previous sentence.
Other
The annual report and the auditor’s report will be made available at latest three weeks prior to the annual general meeting and the board of directors’ complete proposals will be made available at latest two weeks prior to the general meeting. The documentation will be available on the Company's website www.speqta.com and at the Company’s office. The documentation will also be sent free of charge to the shareholder who so request and who provide their postal address. In addition, the nomination committee's complete proposals for resolutions and reasoned opinion and other documents for the annual general meeting are available on the Company's website.
For information on the Company’s processing of personal data, please refer to: https://speqta.com/privacy.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
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Stockholm, April 2023
Speqta AB (publ)
The board of directors