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Press release from Companies

Publicerat: 2021-04-09 18:00:00

24SevenOffice Scandinavia AB: NOTICE OF ANNUAL GENERAL MEETING IN 24SEVENOFFICE SCANDINAVIA AB

The shareholders of 24SevenOffice Scandinavia AB, reg. no. 559120-8870, (the "Company") are hereby invited to the general meeting on Wednesday 11 May 2021 at 11.00 a.m. CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm.

Information with respect to the coronavirus

Due to the development of the coronavirus the goal is that the annual general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy or video. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the general meeting:

  • Possibility to vote in advance and participate via video conference
  • Registration for the general meeting will commence at 10.45.
  • External guests will not be invited.
  • No food or refreshments will be served.

The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the general meeting on the Company’s website, www.24sevenoffice.com.

Right to attend and notification

Shareholders who wish to attend the general meeting must:

  1. on the record date, which is Monday 3 May 2021, be registered in the share register maintained by Euroclear Sweden AB; and
  1. notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Wednesday 5 May 2021 The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "24SevenOffice AGM"), or via e-mail: ian.gulam@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee registered shares

Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Monday 3 May 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 5 May 2021 will be considered in preparations of the share register.

Proxy etc.

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 five years. The proxy in original and the Registration Certificate, if any, must submitted with the advance voting form and should be at the Company's disposal no later than on 5 May 2021. A form proxy will be available for downloading on the Company´s website www.24sevenoffice.com.

Advance voting

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.

A special form shall be used for advance voting. The form is available on www.24sevenoffice.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be at the Company’s disposal no later than on Wednesday 5 May 2021. The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

Further instructions and conditions is included in the form for advance voting.

Attend remotely

The shareholders might attend the general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the general meeting remotely and would like to utilize their voting rights can do so by participating in person, via video conference, via proxy or vote in advance. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on Monday 10 May 2021.

For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are following the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to follow the meeting.

It will be possible to ask questions online during the meeting. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the meeting.

In order to participate and vote online, you must have a steady network connection throughout the meeting. The Company has prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda for the meeting
  4. Election of one or two persons to approve the minutes
  5. Examination of whether the meeting has been duly convened
  6. Presentation of the annual report and the auditor's report and the consolidated annual report and auditor's report in respect thereof
  7. Resolution regarding:
    1. approval of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet;
    2. allocation of profit or loss accordance with the adopted balance sheet; and
    3. discharge from liability of the members of the board of directors and the managing director.
  8. Determination of number of directors and deputies and auditors
  9. Resolution regarding remuneration to be paid to the directors and to the auditor
  10. Election of directors and deputies and auditors
  11. Resolution regarding amendments of the articles of association
  12. Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
  13. Closing of the annual general meeting

Proposed resolutions

Item 1: Opening of the meeting and election of chairman of the meeting

The board of directors proposes that Ian Gulam, LL.M., Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 7.b: Resolution regarding allocation of profit or loss in accordance with the adopted balance sheet

The Board of Directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8-10: Determination of number of directors and deputies and auditors, resolution regarding remuneration to be paid to the directors and to the auditor and election of directors and deputies and auditors

It is proposed that the board shall consist of four directors. It is further proposed that the number of auditors shall be one registered audit firm.

It is proposed that remuneration to each director shall be SEK 65,000 and to the chair of the board SEK 100,000.

Remuneration to the auditor is to be paid according to approved invoice.

It is proposed to re-elect the current directors Karl-Anders Grønland, Madeleine Lindblom, Staale Risa and Henrik Vilselius. It is also proposed to re-elect Karl-Anders Grønland as chair of the board.

It is further proposed to re-elect the registered audit firm RSM Stockholm AB as the Company's auditor for a period up until the end of the next annual general meeting. RSM Stockholm AB has announced that Anneli Richardsson will be the main responsible auditor.

Further information regarding the directors proposed for re-election is available at the Company's website www.24sevenoffice.com.

Item 11: Resolution regarding amendments of the articles of association

The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:

It is proposed that the Company name is changed to 24SevenOffice Group AB (or other similar name in case adjustments are required at registration with the Swedish Companies Registration Office). The articles of association § 1 will thereby have the following wording:

"The name of the company is 24SevenOffice Group AB. The company is a public company (publ)."

It is proposed that the articles of association's limits for the share capital is amended from a minimum of SEK 4,719,981.90 and a maximum of SEK 18,879,927.60 to a minimum of SEK 6,700,000 and a maximum of SEK 26,800,000. The articles of association, § 4, will thereby have the following wording:

"The share capital shall be no less than SEK 6,700,000 and not more than SEK 26,800,000."

It is also proposed that the limits for the number of shares is amended from a minimum of 47,199,819 and a maximum of 188,799,276 to a minimum of 67,000,000 and a maximum of 268,000,000. The articles of association, § 5, will thereby have the following wording:

"The number of shares shall be not less than 67,000,000 and not more than 268,000,000."

It is also proposed to introduce a clause regarding attendance at general meetings. The articles of association will thereby have a new § 9 with the following wording (whereby the following clauses have changed numbering):

"A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register on the date as specified on the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting."

It is also proposed to introduce the possibility to collect proxies and postal voting. The articles of association will thereby have a new § 10 with the following wording:

"The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).

The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting."

It is also proposed to make minor lingual changes of the clause regarding the agenda at the annual general meeting and the clause regarding central securities depositary register.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 12: Resolution to authorize the board of directors to resolve on issuances

The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company's business or in connection with acquisitions and to diversify the shareholder base.

Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Majority requirements

Resolutions in accordance with items 11 and 12 are valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.

Number of shares and votes

The total numbers of shares and votes in the Company on the date of this notice are 67,260,196. The Company holds no own shares.

Other

The annual report with the auditor's report, the complete proposals, including the complete new articles of association copies of the proxy form, advance voting form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises and at the Company’s www.24sevenoffice.com, at least three weeks in advance of the general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data

For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

*****

Stockholm April 2021

24SevenOffice Scandinavia AB

The board of directors

For further information please contact:

Ståle Risa, CEO

Tel: +46 70-023 63 03, str@24sevenoffice.com

24SevenOffice in brief

24SevenOffice's vision is to empower businesses for the future, through delivering world class cloud based business systems to small and medium-sized companies. The system is currently used by 59,900 companies in the Nordic region, with PwC, among others, as accounting partner. The business system is module-based, where the modules are provided independently or packaged as complete solutions. For more information see www.24sevenoffice.com

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