NOTICE OF EXTRA GENERAL MEETING IN 24SEVENOFFICE SCANDINAVIA AB
The shareholders of 24SevenOffice Scandinavia AB, reg. no. 559120-8870, (the "Company") are hereby invited to the extra general meeting on Wednesday 17 February 2021 at 10.00 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 extra 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 extra general meeting:
- Possibility to vote in advance and participate via video conference
- Registration for the general meeting will commence at 09.45.
- 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 extra general meeting must:
- on the record date, which is Tuesday 9 February 2021, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Thursday 11 February 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 Scandinavia EGM"), or via e-mail: firstname.lastname@example.org. 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.
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 Tuesday 9 February 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 Thursday 11 February 2021 will be considered in preparations of the share register.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, 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. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than 11 February 2021. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.24sevenoffice.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
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 Thursday 11 February 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 email@example.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.
The shareholders might attend the extra 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 extra 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 Tuesday 16 February 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.
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one person to certify the minutes
- Examination of whether the meeting has been properly convened
- Resolution regarding approval of the board of directors' resolution to issue shares
- Resolution regarding issue authorization
- Closing of the meeting
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 6: Resolution regarding approval of the board of directors' resolution to issue shares
The board of directors proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 2,025,760 shares, without preferential rights for the Company's shareholders dated on 29 January 2021 in accordance with the following:
The total increase of the Company's share capital can amount to a maximum of SEK 202,576.
The subscription price for the new shares shall be SEK 42.70 per share, which is based on the price determined in a book-building procedure carried out by Pareto Securities, in total SEK 86,499,952 if all shares are subscribed for.
The share premium shall be transferred to the unrestricted premium reserve.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to the investors who have notified their interest in the book-building procedure carried out by Pareto Securities.
Subscription shall be made at a subscription list no later than on 17 February 2021. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 19 February 2021. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reasons for the new share issue of shares, with deviation from the shareholders' preferential rights, are to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner. The proceeds from the share issue are intended to be used for amongst other things accelerate growth initiatives, including M&A opportunities, and for general corporate purposes. The board of directors' assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through a book-building procedure.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Item 7: Resolution regarding issue authorization
The board of directors of the Company proposes that the extra general meeting resolves on an authorization for the board of directors to, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next annual general meeting, decide on new issue of shares, warrants and/or convertibles in the Company. The total number of shares covered by such new issues may in total correspond to a maximum of ten (10) percent of the shares in the Company at the time the authorization is used. Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or by subordinated debt or on terms referred to in chapter 2 section 5 of the Companies Act.
The purpose of the authorization and the reasons for a possible deviation from the shareholders' preferential right is to enable further financing of the Company's operations, to finance company acquisitions or acquisitions of businesses or assets, to be able to issue the said instruments as remuneration in such acquisitions and in the Company strategic collaborations, to enable emission to industrial partners and to broaden the shareholder group.
The board of directors, or the person that the Board of Directors may appoint, shall be authorized to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
The resolution in accordance with item 6 and 7 is valid where supported by shareholders holding not less than two-thirds of both the shares voted and of 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 60,234,436. The Company holds no own shares.
The complete proposals, 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 two 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 extra 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 January 2021
24SevenOffice Scandinavia AB
The board of directors
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 56,000 companies in the Nordic region, with PwC and KPMG, among others, as accounting partners. The business system is module-based, where the modules are provided independently or packaged as complete solutions. For more information see www.24sevenoffice.com