Notice to extraordinary general meeting in Speqta AB (publ)
The shareholders of Speqta AB (publ), reg. no. 556710–8757 (the “Company”), are hereby invited to an extraordinary general meeting on Friday, 21 July 2023 at 11:00, at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm. Registration for the meeting commence at 10:30.
Notification
Shareholders who wish to attend 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 Thursday, 13 July 2023, and
- not later than Monday, 17 July 2023 have notified their attendance and any advisor to the Company; either in writing to Speqta AB (publ), Att: Extraordinary General Meeting, c/o No18 Centralplan 15, SE-111 20 Stockholm, Sweden or by email to [email protected].
The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers 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 Thursday, 13 July 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 Monday, 17 July 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 certificate shall, well in advance of the meeting, be sent to: Speqta AB (publ), Att: Extraordinary General Meeting, c/o No18 Centralplan 15, SE-111 20 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
- Determination of the number of directors
- Determination of remuneration to new members of the board of directors
- Election of board members
- Closing of the meeting
Following the Company's acquisition of BrightBid AB, major shareholders, representing approximately 51.6 per cent of the total number of shares and votes in the Company, (“Major Shareholders”) propose the following in respect of the board of directors of the Company and remuneration of new proposed board members.
Item 7. Determination of the number of directors
Major Shareholders propose that the board of directors shall consist of seven (7) board members without deputies.
Item 8. Determination of remuneration to new members of the board of directors
Major Shareholders propose that Anders Gustafsson, Christos Stavropoulos and Mikael Lindblom shall receive the same remuneration as the other board members of the Company, i.e., SEK 150,000 on an annual basis. The remuneration shall be adjusted pro rata based on the time from the election as board members until the annual general meeting 2024.
Item 9. Election of board members
For the period until the end of the next annual general meeting, Major Shareholders proposes new election of Anders Gustafsson, Christos Stavropoulos, Gustav Westman and Mikael Lindblom. Current board members Fredrik Burvall, Lisa Gunnarsson and Errol Koolmeister are proposed to remain as board members. André Lavold and Jari Piiponniemi have declined re-election.
Fredrik Burvall is proposed to remain as chairman of the board.
Short description of new proposed members:
Anders Gustafsson
Born: 1977.
Education: MSc in Economics and Business Administration, Stockholm School of Economics, Johnson Graduate School of Management at Cornell University.
Other assignments: No other assignments.
Work experience: CSO and co-founder of BrightBid AB, CFO in Einride AB and Truecaller AB, Finance Director for iZettle AB and several positions in portfolio management and corporate finance.
Own and related parties’ holdings: 2,517,656 shares.
Independence: Not independent in relation to the Company, the Company's management or major shareholders.
Christos Stavropoulos
Born: 1981.
Education: Bachelor's degree in Finance & Statistics, University of Manchester and Master's degree in e-commerce, Luleå University of Technology.
Other assignments: Chief Digital Officer of Teamtailor AB.
Work experience: Senior Director Paypal, Head of Digital iZettle AB, Search Engine Marketing Lead Odigeo and a variety of positions in digital marketing, web development and web analytics.
Own and related parties’ holdings: 217,487 shares.
Independence: Not independent in relation to the Company and its management, but independent in relation to the Company's major shareholders.
Gustav Westman
Born: 1990.
Education: BI Norwegian Business School.
Other assignments: Founder and CEO of BrightBid AB.
Work experience: Founder and CEO of Lightcom AB and Swedish Head of House of Control AS.
Own and related parties’ holdings: 4,885,535 shares.
Independence: Not independent in relation to the Company, the Company's management or major shareholders.
Mikael Lindblom
Born: 1972.
Education: MSc in Economics, Linköping University.
Other assignments: Board member Briox AB, Fragsheet AB, Funmed AB and Agricam AB.
Work experience: CEO and board member Medius AB, working member of the board of Einride AB, financial director IFS AB and several board positions in tech companies.
Own and related parties’ holdings: 2,421,969 shares.
Independence: Independent in relation to the Company and its management but not to the Company's major shareholders.
Shareholders right to request information
According to Chapter 7, Section 32 of the Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without material damage to the Company, provide information on circumstances that may affect the assessment of an item on the agenda.
Other
Complete proposals for resolutions are set out in the notice, which is also available at the Company's office at Centralplan 15 in Stockholm and will be sent free of charge to shareholders who so request and state their postal address.
For information on the Company’s processing of personal data, please refer to: https://speqta.com/privacy.
______________________________
Stockholm, July 2023
Speqta AB (publ)
The board of directors
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