Press release from Companies
Publicerat: 2024-04-15 22:20:00
The shareholders of 24SevenOffice Group AB, reg. no. 559120-8870, (the "Company") are hereby invited to the annual general meeting on Wednesday 15 May 2024 at 3 p.m. at Baker McKenzie's premises at Vasagatan 7 in Stockholm.
Right to attend the annual general meeting and notice Shareholders who wish to attend the general meeting must: 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 6 May 2024 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 8 May 2024 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 8 May 2024. A form proxy will be available on the Company's website www.24sevenoffice.com. Advance voting The board has resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting. A special form shall be used for advance voting. The form is available on the Company's website, 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 8 May 2024. The completed and signed form shall be sent to the postal address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to elsa.sefastsson@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. Electronic participation The board has decided that shareholders who cannot attend the meeting should be able to take part in the meeting via a link. Further instructions regarding electronic participation will be sent no later than Tuesday 14 May 2024 to the shareholders who have registered their participation no later than Wednesday 8 May 2024. Note that it is not possible to vote via link, but a shareholder who does not physically attend the meeting must vote via advance voting or by proxy, see further information above under the heading "Advance voting" and under the heading "Proxy etc.". Proposed agenda Proposed resolutions Item 1: Opening of the meeting and election of chairman of the meeting The board of directors proposes that Carl Svernlöv, attorney at law, Baker & McKenzie, is appointed as chairman of the annual general meeting. Item 7.b: Resolution regarding adoption of income statement and balance sheet and the group income statement and the group 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 auditors, determination of fees to the board of directors and to the auditors and election of the board of directors 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 the remuneration to the board of directors is to be SEK 130,000 in total and shall be paid to the board of directors in the following amounts: No other remuneration shall be paid to the board. Remuneration to the auditor is to be paid according to approved invoice. It is proposed to re-elect Staffan Herbst, Karin Lindberg and Staale Risa as directors and to elect Linda Sannesmoen as new director for the period until the end of the next annual general meeting. It is further proposed to elect Staale Risa as chairman of the board for the period until the end of the next annual general meeting, thus Staale Risa leaves his assignment as vice chairman of the board. It is noted that Karl Anders Grønland has declined re-election. Further information regarding the proposed director Name: Linda Sannesmoen Current assignments: Board member in Karriere.no AS, head of sustainability in the Company Previous assignments: Chairman in R-Venture AS between year 2012 and 2014 Year of birth: 1980 Direct or related person ownership in the Company: None Further information regarding the directors proposed for re-election are available at the Company's website www.24sevenoffice.com and will also be available in the annual report for 2023. 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. Item 11: Resolution regarding establishment of a nomination committee and adoption of principles for the nomination committee The shareholder R-Venture AS proposes that the annual general meeting of the Company establishes a nomination committee and adopts principles for the nomination committee as follows: Establishment of nomination committee and candidates for the members of the nomination committee The shareholder R-Venture AS proposes that a nomination committee is established at the annual general meeting and that the following persons are elected as members of the nomination committee until the end of the next annual general meeting: It is proposed that Stian Rustad is appointed as chairman of the nomination committee. It is further proposed that the annual general meeting adopts the following principles for the nomination committee, to apply until further notice. Principles for the nomination committee Item 12: Resolution regarding amendments of the Company's 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 to introduce a new provision which enables the board to resolve that a general meeting may be held digitally. The articles of association, § 9, will thereby have the following wording (the following provisions in the articles of association are renumbered): "A general meeting of the shareholders is to be held at the registered office of the company. The board of directors may also resolve that the general meeting shall be held digitally in accordance with the provisions of chapter 7 section 15 of the Swedish Companies Act (2005:551)." It is finally proposed that the board of directors or a person appointed by the board of directors 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 13: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants 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 12 and 13 are valid when 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 67,962,772. The Company holds no own shares. Other The annual report with the auditor's report, the complete proposals, proxy form and the advanced voting form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises, Sveavägen 9, 111 57 Stockholm, and at the Company’s website, 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 are hereby notified regarding the right, at the annual general meeting, to 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-bolagsstammor-engelska.pdf. Stockholm April 2024 24SevenOffice Group AB The board of directors For further information please contact: Eirik Aalvik Stranden, CEO Tel: +47 247 00 030, eas@24sevenoffice.com