NOTICE OF ANNUAL GENERAL MEETING IN SEAMLESS DISTRIBUTION AB (publ)

The shareholders of Seamless Distribution AB (publ) (”Seamless” or the ”Company”) are hereby summoned to the annual general meeting (the “Meeting”) to be held on Thursday 20 April 2017 at  10.00 CEST in Elite Palace’s office premises, Gästrikesalen, address Elite Palace Hotell, S:t Eriksgatan 115, 100 31 Stockholm.

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders shall

- be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Central Securities Deposit) on Wednesday 12 April 2017, and

- notify the Company of their intention to attend the Meeting no later than at 12.00 CEST on Wednesday 12 April 2017. The notification must be sent in writing to Seamless Distribution AB (publ), S:t Eriksgatan 121, 113 43 Stockholm, via e-mail to info@seamless.se or per facsimile to +468‑564 878 23.

When notifying the Company of its intention to attend the Meeting, shareholders shall provide their name, social security number/company registration number, shareholding, address, daytime telephone number and, where applicable, information regarding advisors (a maximum of two allowed) and, where applicable, information regarding proxy.  

Proxies  

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, however maximum five years from issuance. If such authorisation is issued by a legal entity, a certified copy of a certificate of registration or similar must be attached. The original power of attorney and certificate of registration, where applicable, should be sent to the Company well in advance of the Meeting to the address stated above. A proxy form is available on the Company’s website www.seamless.se or is sent to shareholders who so request.

Nominee registered shares

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Wednesday 12 April 2017. Shareholders are requested to inform their nominees in good time prior to this date.

Number of shares and votes

Per the date of this notice there are in aggregate 58,765,305 issued shares and votes in the Company. Per the day of this notice, the Company holds 1,000,000 treasury shares.

Proposed Agenda

  1. Opening of the Meeting
  2. Election of the chairman of the Meeting
  3. Drawing-up and approval of the voting list
  4. Approval of the agenda
  5. Election of at least one person to approve the minutes
  6. Resolution on whether the Meeting has been duly convened
  7. Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts
  8. Resolution regarding adoption of the profit and loss statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
  9. Resolution regarding appropriation of the Company’s results in accordance with the approved balance sheet
  10. Resolution regarding discharge from liability of the members of the Board of Directors and the CEO
  11. The Nomination Committee’s proposal and motivated statement regarding their proposal of Board of Directors
  12. Resolution on the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors
  13. Resolution on the remuneration that shall be paid to the members of the Board of Directors and the auditor
  14. Election of chairman and other members of the Board of Directors as well as auditors
  15. Resolution on guidelines for remuneration of the management
  16. Resolution on nomination committee for the next annual general meeting
  17. Resolution to authorise the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles
  18. Resolution to authorise the Board of Directors to acquire and sell treasury shares
  19. Resolution on stock options program and resolution to authorise the Board of Directors to issue warrants
  20. Resolution on amendment of the articles of association
  21. Resolution to authorise the Board of Directors to divest the subsidiary Seamless Distribution System AB
  22. Closing of the Meeting 

About Us

Seamless is a global mobile payments company that provides electronic top-up systems and mobile payment services for mobile operators, distributors, retailers and consumers. Founded in 2001 and active in 35 countries, Seamless handles more than 5.3 billion transactions annually through 675,000 active sales outlets. Seamless has four main business areas: 1. Seamless Distribution Systems: Platform enabling digital distribution for Service Providers2. Seamless eProducts: Technology provider for distribution of physical and electronic products3. Seqr: Mobile Payment Platform4. MeaWallet: Provider of Host Card Emulation (HCE) and tokenization platform Seamless is truly an international company with customers all over the world. Our ambition is to be close to our customers, therefore, we have global sales, support and operations in Sweden, India, UAE, Pakistan, Ecuador, Belgium and Ghana, etc.In the last decade, we emerged as a trusted supplier and partner with technical excellence, business knowledge and commercially viable solutions. Our customers and long standing partnerships hold testimony to the quality of our product offerings and the efficiency of our services. As we move into the future, we aspire to continue exploring new grounds in mobile technology and introduce path-breaking products.