Notice to extraordinary general meeting in Readly International AB (publ)
At the request of the shareholder Tidnings AB Marieberg, which after completion of the public takeover offer to the shareholders in Readly International AB (publ), reg.no 556912-9553, (the "Company"), holds approximately 75,4 percent of the outstanding shares in the Company, the shareholders of the Company are therefore convened to an extraordinary general meeting on Wednesday 26 April 2023 at 09:00 (CEST) at the Company's premises at Kungsgatan 17 in Stockholm. Entry and registration begin at 08:30 (CEST).
Participation and notification
Shareholders who wish to participate in the general meeting must:
- be registered in the share register maintained by Euroclear Sweden AB on the record date, which is Tuesday 18 April 2023, and
- no later than Thursday 20 April 2023, have notified participation and any assistants (no more than two) in writing by regular mail to Computershare AB (publ), Box 5267, 102 46 Stockholm (please mark the envelope "Readly EGM 2023"), by e-mail to [email protected] or by telephone +46 771 24 64 00 (09.00 - 16.00 CET). 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 advisor. When applicable, the notification should be accompanied by powers of attorney, corporate registration certificate and other documents of authority.
Nominee-registered shares
Shareholders whose shares are registered in the name of a bank or other nominee must, for the exercise of their voting rights, temporarily register their shares in their own name with Euroclear Sweden AB, in order to be entitled to participate in the extraordinary general meeting. The nominee must be notified of this in sufficient time before Tuesday 18 April 2023 at which date such registration must be in effect in order to be included in the share register presented by Euroclear Sweden AB on this day. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than Thursday 20 April 2023 will also be considered in compiling the share register.
Representation by 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 of five years. The proxy in original and the Registration Certificate, if any, must be available at the extraordinary general 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 extraordinary general meeting, be received by the Company no later than on Thursday 20 April 2023. A form of proxy will be available for download 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.
Remote participation
Shareholders may attend the general meeting, either in person or by proxy or remotely (via video link). Those who wish to participate remotely and wish to exercise their right to vote cannot do so via video link, but must instead participate and exercise their right to vote in person or by proxy. The Company will no later than on Monday 24 April 2023 distribute details about login information for a video link to the shareholders that have notified the Company of their intention to attend the extraordinarily general meeting remotely.
For those who participate online, the following rules apply (which the participant accepts by choosing to participate online). There is no possibility to vote, speak, present proposals or objections or request voting (voting). Since it is not possible to verify whether any external persons are attending the meeting online, the possibility of participating online requires that the meeting decides that even those who are not shareholders shall have the right to attend the meeting.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Drafting and approval of the voting register
- Approval of proposed agenda
- Election of one or two persons to verify the minutes
- Resolution of whether the meeting has been duly convened
- Resolution regarding the number of Board of Directors
- Election of Board of Directors and Chairman of the Board
- Resolution regarding remuneration to the Board of Directors
- Closing of the meeting
Other
Documents that shall be available according to the Swedish Companies Act are available at least two weeks in advance of the extraordinary general meeting, and respectively, at least three weeks in advance regarding the form of proxy. The notice and all documents as above are presented at the meeting and are made available at the Company at Kungsgatan 17 in Stockholm and on the Company's website, https://corporate.readly.com, and sent to shareholders who so request and provide their e-mail or postal address.
The total number of shares in the Company amounts to 37,904,738 ordinary shares as of the date of the notice. All shares have one vote. The Company does not hold any own shares.
Shareholders are reminded of their right to request information regarding any circumstances which may affect the assessment of a matter on the agenda from the Board of Directors and the CEO at general meetings in accordance with Chapter 7. Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation to the general meeting, see the privacy notice available on www.computershare.com/se/gm-gdpr and www.euroclear.com/sweden/sv/regelverk/GDPR.html.
April 2023
Readly International AB (publ)
The Board of Directors
For more information, please contact:
About Readly
Readly is the European category leader for digital magazines. The company offers a digital subscription service where customers have unlimited access to 7,000 magazines and newspapers. Readly has subscribers in more than 50 countries and content available in 17 different languages. In collaboration with 1200 publishers worldwide, Readly is digitising the magazine and newspaper industry. In 2022, revenues amounted to SEK 592 million. Since September 2020, the Readly share is listed on Nasdaq Stockholm. For more information, please visit https://corporate.readly.com