NOTICE OF ANNUAL GENERAL MEETING IN SIGNUP SOFTWARE AB (PUBL)

N.B. English translation is for comfort functions solely

Participation
Shareholders who want to take part within the AGM should:

  • each be registered within the share register maintained by Euroclear Sweden AB per Tuesday, 11 April 2023,
  • and notify their intention to take part to the Firm, no later than Thursday, 13 April 2023 on the handle Cirio Advokatbyrå AB, Att: Martin Näslund, Field 3294, 103 65 Stockholm, Sweden, or by e-mail to [email protected] (state “AGM 2023” as topic). The notification shall embrace title, Swedish private or firm registration quantity, and phone quantity.

Proxies and so on.
Shareholders who’re represented by proxy should concern a written, signed and dated energy of lawyer. The facility of lawyer within the unique kind shall be submitted to the Firm on the above handle effectively prematurely of the AGM. A proxy kind is obtainable on the Firm’s web site, https://ir.signupsoftware.com/. If the shareholder is a authorized entity, a certificates of registration (or corresponding authorisation paperwork for a overseas authorized entity) have to be hooked up to the shape.

Nominee-registered shares
For shareholders who’ve their shares nominee-registered by a financial institution or different nominee, the next applies to be able to be entitled to take part within the AGM. Along with giving discover of participation, such shareholder should re-register its shares in its personal title in order that the shareholder is registered within the share register maintained by Euroclear Sweden AB as of Tuesday, 11 April 2023. Such re-registration could also be non permanent (so-called voting rights registration). Shareholders who want to register their shares in their very own title should, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration which were requested by the shareholder at such time that the registration has been accomplished by the nominee no later than Thursday, 13 April 2023 shall be thought of when getting ready the share register.

Proposed agenda

  • Opening of the assembly and election of chairman of the assembly.
  • Election of particular person to maintain the minutes.
  • Preparation and approval of the voting record.
  • Election of 1 or two individuals to confirm the minutes.
  • Willpower of whether or not the assembly has been duly convened.
  • Approval of the agenda.
  • Presentation of the annual report and the auditor’s report and the consolidated monetary statements and the consolidated auditor’s report.
  • Decision on:
    • a) Adoption of the revenue assertion and stability sheet, and the consolidated revenue assertion and stability sheet.
    • b) Appropriation of the Firm’s outcomes in line with the adopted stability sheet.
    • c) Discharge from legal responsibility for the members of the Board of Administrators and the CEO.
  • Willpower on remuneration for the Board of Administrators and the auditor.
  • Election of Board of Administrators and auditor.
  • Decision on authorization for the Board of Administrators to resolve on problems with shares, warrants and/or convertibles.
  • Decision on modification of the Articles of Affiliation.
  • Closing of the assembly.
  • Proposed resolutions
    Merchandise 1 – Opening of the assembly and election of chairman of the assembly
    Lawyer Maria Arnoldsson from Cirio Advokatbyrå is proposed as chairman of the assembly or, in her absence, the particular person appointed by the Board of Administrators.

    Merchandise 8.b – Decision on appropriation of the Firm’s outcomes in line with the adopted stability sheet
    The Board of Administrators proposes a dividend to the shareholders of SEK 0.25 per share and that the file date for receipt of the dividend shall be Friday, 21 April 2023. If the AGM resolves in accordance with the proposal, the dividend is anticipated to be paid by Euroclear Sweden AB on Wednesday, 26 April 2023.
     
    Merchandise 9 – Willpower on remuneration for the Board of Administrators and the auditor
    Signform Worldwide B.V., representing roughly 56 per cent of the shares and votes within the Firm, proposes that the remuneration to the Board of Administrators for the interval till the top of the subsequent AMG shall quantity to SEK 200,000 to every of the unusual Board members who are usually not staff of the Firm or the Firm’s principal shareholders, which, primarily based on the shareholder’s proposal for Board composition, corresponds to a complete remuneration of SEK 600,000.
    It’s proposed that the Firm’s auditor shall be paid in accordance with authorized invoices.

    Merchandise 10 – Election of Board of Administrators and auditor
    The Firm’s Board of Administrators at present consists of the next six (6) unusual members with out deputies; Göran Garvner (Chairman), Christian Cederholm, Cecilia Lager, Henrik Garvner, Ari Liukko and Erik Wästlund. BDO Mälardalen AB is the Firm’s present auditor.
    Signform Worldwide B.V., representing roughly 56 % of the shares and votes within the Firm, proposes that the Board of Administrators, for the interval till the top of the subsequent AGM, shall include six (6) unusual members with out deputies, and that Göran Garvner, Christian Cederholm, Cecilia Lager, Henrik Garvner, Ari Liukko and Erik Wästlund are re-elected as such Board members with Göran Garvner as Chairman. It’s additional proposed that BDO Mälardalen AB is re-elected because the Firm’s auditor. BDO Mälardalen AB has introduced that Carl-Johan Kjellman will proceed because the Firm’s auditor in cost.

    Merchandise 11 – Decision on authorization for the Board of Administrators to resolve on problems with shares, warrants and/or convertibles
    The Board of Administrators proposes that the AGM resolves on an authorization for the Board of Administrators to – for the interval as much as the subsequent AGM and at a number of events – resolve upon issuance of recent shares, warrants and/or convertibles. Cost could also be made in money, in type, by set-off of claims or in any other case be conditional. The Firm’s share capital might by assist of the authorization be elevated by an quantity comparable to 10 per cent of the share capital and variety of shares within the Firm as of the date the Board of Administrators first make use of the authorization. Deviation from the shareholders’ preferential rights shall be allowed in conditions the place a directed concern is deemed extra applicable for the Firm resulting from timing, business or related causes, and to be able to allow acquisitions.
    The CEO, or the particular person appointed by the Board of Administrators, shall have the fitting to make such minor changes which may be required in reference to the registration of the decision with the Swedish Corporations Registration Workplace.
    For decision in accordance with the Board of Administrators’ proposal, it’s required that the decision is supported by shareholders with not less than two thirds of each the votes solid and the shares represented on the AGM.

    Merchandise 12 – Decision on modification of the Articles of Affiliation
    The Board of Administrators proposes that the AGM resolves on amendments to § 2 within the Articles of Affiliation in line with the next.

    Present wording Proposed wording
    § 2 Registered workplace of the Board of Administrators
    The Board of Administrators shall have its registered workplace in Stockholm (County), Sundbyberg (Municipality).
    § 2 Registered workplace of the Board of Administrators
    The Board of Administrators shall have its registered workplace in Stockholm (County), Solna (Municipality). Common conferences can also be held in Stockholm (Municipality).

     The Board of Administrators additional proposes that the AGM resolves to take away § 9 within the Articles of Affiliation relating to issues on the AGM, as the data therein is already relevant by regulation. The decision entails that subsequent paragraphs within the Articles of Affiliation are renumbered.
    The CEO, or the particular person appointed by the Board of Administrators, shall have the fitting to make such minor changes which may be required in reference to the registration of the decision with the Swedish Corporations Registration Workplace.
    For decision in accordance with the Board of Administrators’ proposal, it’s required that the decision is supported by shareholders with not less than two thirds of each the votes solid and the shares represented on the AGM.
     
    Disclosure on the AGM
    The Board of Administrators and the CEO shall, if requested by any shareholder and if the Board of Administrators is of the opinion that it may be completed with out inflicting materials hurt to the Firm, present disclosures about situations that will impression evaluation of an merchandise of enterprise on the agenda, situations that will impression the evaluation of the Firm’s or a subsidiary’s monetary state of affairs, and in regards to the Firm’s relationship with one other group firm.

    Documentation
    The annual report, audit report, proxy kind and different paperwork to be thought of on the AGM shall be saved obtainable on the Firm’s workplace, handle as above, not later than three weeks previous to the AGM. The above-mentioned paperwork will additional be obtainable from the identical date on the Firm’s web site, https://ir.signupsoftware.com/. Copies of such paperwork are despatched freed from cost to these shareholders who so request and supply their postal addresses. The paperwork can even be obtainable and introduced on the AGM.

    Processing of private knowledge
    For data on how your private knowledge is processed in connection to the AGM, see the privateness coverage obtainable on Euroclear’s web site: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
    _____
    Stockholm in March 2023
    SignUp Software program AB (publ)
    The Board of Administrators

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