NOTICE OF EXTRAORDINARY GENERAL MEETING OF M.O.B.A. NETWORK AB (publ)

The shareholders of M.O.B.A. Network AB (publ) (the ”Company”), reg. no 559144-3964, are hereby invited to the Extraordinary General Meeting on Monday, June 7 2021. To counteract the spread of covid-19, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without the physical presence of shareholders, representatives, or outsiders and that the shareholders before the meeting shall have the opportunity to exercise their voting rights by post.

RIGHT TO ATTEND The general meeting

Shareholders who wish to participate in the meeting shall:

  1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Friday, 28 May 2021, whereas registration of voting rights regarding nominee-registered shares that have been made no later than 1 June 2021 will be taken into account, and
  1. have registered by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote have been received by the Company no later than Friday, 4 June 2021.

Personal data collected from the share register and the notification of attendance will be used for the preparation of the voting register for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council).

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, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB by the latest on Friday 28 May 2021. Such voting registration, which is temporary, must be duly effected no later than Tuesday 1 June 2021, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.

POSTAL VOTING

The Board of Directors of the Company has decided that the shareholders of the Company at the Extraordinary General Meeting shall be able to exercise their voting rights by mail and email in accordance with Section 20 and Section 22 of the Swedish Act (2020:198) regarding Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For postal voting, shareholders shall use the postal voting form available on the Company's website https://ir.wearemoba.com/bolagstamma and the Company’s office.

Completed and signed form for postal voting is sent by mail to M.O.B.A. Network AB (publ), Box 5298, 102 46 Stockholm or by e-mail to [email protected]. If shareholders cast a postal vote by proxy, the proxy form shall be attached to the form for postal voting. Proxy forms are provided on request and are also available on the Company's website, ir.wearemoba.com/bolagstamma. If the proxy has been issued by a legal person, a copy of the registration certificate must be attached or, if such document does not exist, the corresponding document shall be attached to the postal voting form.

Shareholders may not provide the postal vote with specific instructions or conditions. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

DRAFT AGENDA

  1. Election of the Chairman of the General Meeting
  2. Preparation and approval of voting list
  3. Election of one or two persons to approve the minutes
  4. Approval of the Board of Directors’ proposed agenda.
  5. Determination of whether the General Meeting has been duly convened
  6. Approval of the Board of Directors’ resolution on a new issue
  7. Resolution to authorize the Board of Directors’ to resolve on a new issue 
  8. Closing of the General Meeting

THE BOARD'S PROPOSAL FOR A RESOLUTION

Paragraph 1. Election of the Chairman of the General Meeting

The Board of Directors’ proposes that Fredrik Burvall be elected Chairman of the General Meeting and in case of impediment to him, the person whom the Board of Directors designates.

Paragraph 2. Preparation and approval of voting list

The voting list proposed to be approved in paragraph 2 is the voting list drawn up by the Company based on the General Meeting share register and received postal votes that have been verified and approved by the adjuster.

Paragraph 3. Election of one or two persons to approve the minutes

The Board of Directors’ proposes that one person to approve the minutes be elected and to elect Maria A. Grimaldi to approve the minutes of the General Meeting together with the Chairman and in case of impediment to her, the person whom the Board of Directors’ designates. The assignment of the person approving the minutes also includes controlling the voting list and that the postal votes received are correctly reproduced in the minutes of the General Meeting.

Paragraph 6. Approval of the Board of Directors’ resolution on a new issue

The Board of Directors’ of M.O.B.A. Network AB (publ), re. no 559144-3964, hereby resolves, subject to the subsequent approval of the General Meeting, that the company's share capital shall be increased by a maximum of SEK 364,642 through a new issue of a maximum of 364,642 new shares deviating from the shareholders' preferential rights. For the new share issue, the following conditions shall apply.

  1. The right to subscribe for shares shall, with deviation from the shareholders' preferential rights, accrue to the Swedish and international institutional and professional investors who have registered their interest in an accelerated bookbuilding procedure.
  2. The subscription price amounts to SEK 206 per share. The premium shall be added to the free premium fund.
  3. Subscription of shares shall take place on a special subscription list no later than 8 June 2021. The Board of Directors shall have the right to decide on an extension of the subscription period.
  4. Payment for subscribed shares shall be made in cash no later than 8 June 2021. The Board of Directors shall have the right to decide on an extension of the time for payment.
  5. The new shares shall carry the right to a dividend for the first time on the record date for dividends that falls immediately after the new shares have been entered in the share register kept by Euroclear Sweden AB.

The purpose of the issue and the reason for the deviation from the shareholders' preferential rights is to raise capital in a time- and cost-effective manner to finance the acquisition of Magic Find Inc. and to finance organic growth and possible future acquisitions.

The subscription price has been determined through an accelerated bookbuilding procedure implemented by ABG Sundal Collier, which is why the Board of Directors considers the subscription price to be in accordance with market practice.

Documents according to chapter 13 Section 6 of the Swedish Companies Act (2005: 551) (by reference from Chapter 13, Section 38 of the Swedish Companies Act) has been drawn up and is attached to this resolution.

Approval of the Board of Director's resolution pursuant to this item is valid only if it has been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

Both the Board of Directors and the Managing Director are authorized to make the minor adjustments to the resolution that may prove necessary for the registration of the issue with the Swedish Companies Registration Office or of the new shares with Euroclear Sweden AB.

Paragraph 7. Resolution to authorize the Board of Directors to decide on a new issue 

The Board of Directors’ propose, due to the fact that the company no longer has any room to resolve on new issues of shares on the basis of the authorization provided by the Annual General Meeting on 25 February 2021 due to the issue resolved on 19 May 2021 in connection to an accelerated bookbuilding procedure, that the General Meeting authorizes the Board of Directors’ to resolve on new issues of shares in accordance with the following.

The Board of Directors’ propose that the General Meeting authorizes the Board of Directors to, on one or more occasions during the period up to the 2022 Annual General Meeting resolve on a new issue of shares corresponding to a maximum of ten percent of the total number of shares in the company at the time the authorization is used for the first time. It shall be possible to issue a new issue of shares with preferential rights for all shareholders and / or as a directed issue to one or more strategic investors, with deviation from the shareholders' preferential rights, and against cash payment, with a provision for non-cash or set-off. To the extent that new issues of shares take place with deviation from the shareholders' preferential rights, those issues shall take place on market terms. Other issue terms are proposed to be determined by the Board of Directors. However, if the Board of Directors deems it appropriate to enable the delivery of shares in connection with an issue as described above, the issue can be done at a subscription price corresponding to the quota value of the shares.

The purpose of the authorization is for the Board of Directors to have increased room for maneuvers and the opportunity to adapt and improve the company's capital structure and thereby create additional shareholder value, as well as take advantage of any attractive acquisition opportunities.

Both the Board of Directors’ and the managing director are authorized to make the minor adjustments to the decision that may prove necessary for the registration with the Swedish Companies Registration Office or with Euroclear Sweden AB.

Approval of the Board of Director's resolution pursuant to this item is valid only if it has been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

SHAREHOLDERS' RIGHT TO REQUEST INFORMATION

According to Chapter 7, 32 and 57 §§§ of the Companies Act, the Board of Directors and the Managing Director, if any shareholder so requests and the Board of Directors considers that this can be done without material harm to the Company, shall provide information about circumstances that may affect the assessment of a matter on the agenda. Requests for such information must be submitted in writing to M.O.B.A. Network AB (publ), Box 5298, 102 46 Stockholm or by e-mail [email protected] no later than Friday, 28 May 2021. The information is provided by keeping it available at the Company's address as below and on ir.wearemoba.com/bolagstamma no later than Wednesday, 2 June 2021. The information is also sent within the same time period to the shareholder who request it and provided his address.

DOCUMENTS

Full proposals for resolutions and other documents before the general meeting will be available at the Company's office at Birger Jarlsgatan 18A, 5tr, 114 34 Stockholm and on the Company's website, ir.wearemoba.com/bolagstamma, no later than two weeks before the meeting, and will be sent to shareholders who request it and provide their e-mail or postal address.

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