Shareholders of M.O.B.A. Network AB, org.nr. 559144-3964, are hereby invited to the Annual General Meeting on June 20, 2023, at 10:00 am at the company’s premises Kontoret Nybroviken, at the address Birger Jarlsgatan 2, 5tr, Stockholm.
Shareholders who wish to participate in the meeting must be listed in the printout of the share register for the conditions as of June 12, 2023, in the share register kept by Euroclear Sweden AB, and must register with the company by June 12, 2023, in writing to M.O.B.A. Network AB, Box 5298, 10246 Stockholm or via email to [email protected]. The registration should include name, personal / organization number, address, telephone number, number of shares represented, and any proxies and assistants (up to two) who will participate. Proxies and representatives of legal entities are asked to submit original authorization, registration certificate, and other authorization documents to the company well in advance of the Annual General Meeting.
Shareholders who have their shares nominee-registered must, in order to be entitled to participate in the General Meeting, request to be temporarily entered into the share register of Euroclear Sweden AB in their own name. Such registration, known as voting rights registration, must be completed by June 12, 2023, which means that the shareholder must notify the custodian in good time before this date.
- Opening of the Meeting and election of the Chairman and Secretary of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to attest the minutes.
- Examination of whether the Meeting has been duly convened.
- Presentation and approval of the agenda.
- Presentation of the Annual Report and Auditor’s Report and the Consolidated Financial Statements and Auditor’s Report for the Group for 2022.
a) on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b) on the allocation of the company’s profits according to the adopted balance sheet.
c) on discharge from liability for the board members and the CEO.
8. Determination of the number of board members, auditors, deputy board members, and deputy auditors.
9. Determination of fees for the board and auditor.
10. Election of board members and auditor.
11. Resolution on authorization for the board to decide on the issue of shares, subscription options, and/or convertible instruments
12. Closing of the Meeting.
Allocation of earnings (item 7b)
The Board proposes that no dividend be paid for the financial year 2022 and that the earnings be treated in accordance with the proposal in the Administration Report.
Election of board members, fees, etc. (items 8-10)
The Board is proposed to consist of five members. No deputy board members are proposed to be elected. Henrik Henriksson (re-election), Maria A. Grimaldi (re-election), Jonas Bertilsson (re-election), Manfred Gottschlich (re-election), and Fredrik Burvall (re-election) are proposed to be elected as board members. Fredrik Burvall is proposed to be elected as the Chairman of the Board. Each member is proposed to receive SEK 75,000 in remuneration for their assignment. The Chairman of the Board is proposed to receive an additional SEK 75,000. For work in the Audit Committee, compensation is proposed to be SEK 25,000 to the Chairman and SEK 15,000 to each of the other 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 2024. The auditing firm intends to appoint the authorized auditor Carl Niring as the principal auditor. No deputy auditor is proposed to be elected. The auditor’s fee is proposed to be paid according to approved invoice.
Resolution on authorization for the board to decide on the issue of shares, subscription options, and/or convertible instruments (item 11)
The Board proposes that the Annual General Meeting resolves to authorize the Board, on one or several occasions up to 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 convertible instruments against cash payment and/or with a provision on contribution in kind or set-off or otherwise with 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 adjusting the Company’s capital and/or ownership structure. If an issue is made with a deviation from the shareholders’ preferential rights, the issue should be made on market terms. The authorization should also be able to be used to issue shares to the seller of Wargraphs S.A.S within the framework of additional purchase considerations that may be due as a result of the acquisition. For further information regarding the acquisition, please refer to the press release on May 5, 2023.
In regard to issues carried out 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 should at most comprise a value of EUR 10 million. For other issues carried out with the support of this authorization, neither the share capital nor the number of shares that are added, or that can be added upon the exercise of issued subscription options and/or convertible instruments, should 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 when the authorization is utilized for the first time.
Both the Board and the CEO are authorized to make the minor adjustments in the decision that may prove necessary for the registration of the decision with the Swedish Companies Registration Office.
For a valid resolution in accordance with the present proposal, it is required that it be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.
Annual Reports, Auditor’s 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, at least two weeks before the Meeting and will be sent free of charge to shareholders who so request. Shareholders are informed of their right to request information from the Board and CEO in accordance with Chapter 7. Section 32 of the Swedish Companies Act.