ANNUAL GENERAL MEETING IN ACROUD AB

The board of ACROUD AB has resolved to convene an annual general meeting of shareholders to be held on Wednesday, May 17, 2023. More information about the contents of the proposals may be obtained from the complete notice to the annual general meeting below.

The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.

NOTICE OF ANNUAL GENERAL MEETING IN ACROUD AB

The shareholders of ACROUD AB, reg. no. 556693-7255, are hereby given notice to the annual general meeting that will be held on Wednesday, May 17, 2023 at 14.00 CEST at the premises of Advokatfirman Lindahl KB, Nybrogatan 17, 114 39 Stockholm, Sweden.

Right to attend and notification

Shareholders wishing to attend the meeting must

1. be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Tuesday, May 9, 2023, and

2. give written notice to the company of their intention to attend, no later than Thursday, May 11, 2023, by post to Advokatfirman Lindahl KB, Att. ACROUD Annual General Meeting, Box 5898, 102 40 Stockholm, Sweden or by email to martin.rosen@lindahl.se.

When giving notice, please state your name or company name, personal ID or company registration number, address and daytime telephone number. The registration procedure described above also applies to registration for any advisors (two maximum). The notification must, if applicable, be accompanied by proxies, registration certificates and other authorisations documents. See below for further information on the processing of personal data.

Nominee registered shares

To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB on the record date as of Tuesday, May 9, 2023. Registration in this way may be temporary (so called voting rights registration) and is requested from the nominee in accordance with the nominee’s routines. Voting rights registration that has been requested in such time that the registration has been completed by the relevant nominee no later than Thursday, May 11, 2023, will be taken into account in the preparation of the share register.

Proxy and proxy form

Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated proxy form. The proxy form is available on the company’s website: www.acroud.com and may also be obtained by email info@acroud.com. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent authorisation documents must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, proxy forms, registration certificates and other authorisation documents must be received by the company well in advance prior to the meeting.

Proposed agenda

1. Opening of the meeting
2. Election of chair of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the meeting has been duly convened
7. Presentation of the annual report and auditor’s report, and also the group accounts and auditor’s report for the group
8. Resolution on:
   1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
   2. allocation of the company’s results in accordance with the adopted balance sheet; and
   3. discharge from liability for the directors and the CEO for the financial year 2022
9. Resolution on:
   1. the number of directors and auditors;
   2. election of directors and auditor; and
   3. fees to the board of directors and the auditor
10. Resolution on authorisation for the board to resolve on issue of new shares
11. Closure of the meeting 

Proposals in brief:

Election of chair of the meeting (item 2)

It is proposed that Ola Svanberg is elected as chair of the meeting.

Allocation of the company’s results in accordance with the adopted balance sheet (item 8b)

The board of directors proposes that the meeting resolves that the company's profit shall be balanced in a new account and that no dividend shall be paid for the financial year 2022.

Resolution on the number of directors and auditors, election of directors and auditor and fees to the board of directors and the auditor (item 9)

Shareholders representing approximately 59.7 percent of the shares and votes (the “Shareholders”) propose that the meeting resolves on:

1. 1. That the company shall have one auditor until the next annual general meeting;

1. 2. That Öhrlings PricewaterhouseCoopers AB is re-elected as auditor. Öhrlings PricewaterhouseCoopers AB has given notice that, if the Shareholders’ proposal for auditor is adopted at the meeting, Aleksander Lyckow will have main responsibility for the audit; and

1. 3. That the remuneration to the auditor shall be paid in accordance with approved invoices.

The Shareholders have notified the board of directors that they will propose the number of directors, election of directors and fees to the directors no later than in connection with the meeting.

Resolution on authorisation for the board to resolve on issue of new shares (item 10)

The board proposes that the meeting authorises the board to resolve on issue of new shares, with or without preferential rights for the company's shareholders, on one or more occasions during the period up to the next annual general meeting. The share issue may be in cash, and subject to the condition that new shares are paid for in kind or by set-off, or otherwise in accordance with Chapter 13, section 5, first paragraph (6) of the Companies Act. The total number of shares that can be issued under the authorisation may not exceed 60 million shares. The purpose of the authorisation is to strengthen the company's cash in a time-effective way and to facilitate acquisitions for which payment is in cash or with own shares.

The board, or a party appointed by the board, is proposed to be entitled to make any minor adjustments to the meeting's resolution that may be necessary in connection to the registration of the authorisation with the Swedish Companies Registration Office, or due to other formal requirements.

Majority requirements

A valid resolution in accordance with item 10 requires that the resolution be supported by shareholders with at least two thirds of both the votes and the shares represented at the meeting.

Documents

The board's complete proposal as well as accounting documents and auditor's report for 2022 will be available at the company and on the company's website www.acroud.com and will be sent immediately without charge to the recipient, to any shareholders who so request and state their postal address. The documents will also be available at the meeting.

Information at the meeting

The board of directors and the CEO shall, upon request by any shareholder, and where the board deems that the information can be provided without significant harm to the company, provide information at the meeting on matters that may affect the assessment of an item on the agenda, circumstances that may influence determination of the financial position of the company, the consolidated accounts and the company’s relationship to another group company. 

Processing of personal data

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________

Stockholm in April 2023

ACROUD AB (publ)

The board of directors

For further information, please contact:

Robert Andersson, President and CEO
+356 9999 8017

Tricia Vella, Group CFO
+356 7905 7755

ACROUD AB (publ)

Telephone:   +356 2132 3750/1
E-mail:           info@acroud.com
Website:       www.acroud.com
Certified Adviser: FNCA Sweden AB, info@fnca.se

About ACROUD AB

ACROUD is a fast-growing global challenger that operates and develops +30 comparison and news sites within Poker, Sports Betting and Casino. Acroud also offers SaaS  solutions for the iGaming affiliate industry. In past years, a number of companies have joined the ride and thus several experienced individuals in the industry leads Acroud's journey to become "The Mediahouse of The Future". Our mission is to connect people, Content Creators (Youtubers, Streamers, Affiliates) and businesses. We are growing fast and is a leading global player in the industry with just over 70 people in Malta, United Kingdom, Denmark and Sweden. Acroud has been listed on the Nasdaq First North Growth Market since June 2018.