Notice of Annual General Meeting in Bambuser AB
The shareholders of Bambuser AB, reg. no. 556731-3126, ("The Company") is hereby invited to attend the annual general meeting on Tuesday, April 21, 2020, at 16.00 CEST at KG10 Office Spaces at Kungsgatan 8 in Stockholm. Registration for the meeting starts at 15.30 CEST.
Right to participate and registration
Shareholders who wish to attend the meeting shall:
- be entered in the share register kept by Euroclear Sweden AB on Wednesday, April 15, 2020 and
- give notice of attendance to the Company no later than Wednesday, April 15, 2020.
Notice of attendance must be submitted in writing to the Company at the address: Bambuser AB, Malmskillnadsgatan 32, 111 51 Stockholm, or via e-mail to firstname.lastname@example.org. Notice must include name, personal or corporate identity number, number of shares, address, telephone number and number of any assistants.
Shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of attendance in the meeting, temporarily register the shares in their own name in the shareholder register (so-called voting rights registration) in order to participate in the meeting. Such re-registration must be executed by Wednesday, April 15, 2020, and should be requested from the bank or the nominee well in advance of this date.
Shareholders who participate via proxies or deputies should send authorization documents (power of attorney and/or certificate of registration) to the Company at the above address well in advance before the meeting. Proxy forms are available on the Company's website, www.bambuser.com.
- Opening of the meeting.
- Election of chairman of the meeting.
- Drawing-up and approval of voting list.
- Approval of agenda.
- Election of one or two persons to adjust the minutes of the meeting.
- Examination of whether the meeting has been duly convened.
- Presentation of the annual report and the audit report.
- Decision on the determination of the income statement and balance sheet.
- Decision on disposition of the Company's results according to the established balance sheet.
- Decision on discharge from liability for board members and the CEO.
- Decision on the number of board members and deputy board members, as well as the number of auditors and deputy auditors.
- Resolution on remuneration to the board and auditor.
- Election of the board of directors, chairman of the board and any deputy board members.
- Election of auditors and any deputy auditors.
- Decision regarding nomination committee.
- Decision on authorization for new issue of shares etc.
- Decision to amend the articles of association.
- Closing of the meeting.
Items 2, 11–15 – Board of directors and nomination committee etc.
The Company's nomination committee for the 2020 annual general meeting proposes that:
- chairman of the board Fredrik Ramberg is appointed chairman of the meeting,
- the number of board members shall be seven (7) (previous year: five), without deputy board members,
- one (1) registered auditing firm shall be auditor,
- remuneration to the chairman of the board shall amount to SEK 150,000 and SEK 50,000 to other board members who are not employed by the Company,
- fees to the auditors shall be paid according to approved invoice,
- re-election of board members Fredrik Ramberg, Mikael Ahlström, Carl Kinell, Alexander MacIntyre and Mikael Wintzell,
- new election of Joel Citron och Karin Karlström as board members,
- re-election of Fredrik Ramberg as chairman of the board,
- re-election of the auditing company MAZARS SET Revisionsbyrå AB. The auditing company has announced that authorized public accountant Michael Olsson will be the chief auditor, provided that re-election takes place, and
- that the annual general meeting instructs the chairman of the board to, prior to the election of the board at the 2021 annual general meeting, contact the Company's five (5) largest shareholders on the basis of the ownership conditions per day four months before the annual general meeting, which shareholders shall be entitled to appoint one member each to the nomination committee, and the chairman of the nomination committee shall, unless its members agree otherwise, be the member appointed by the largest shareholder in terms of votes. The names of the members of the nomination committee shall be presented on the Company's website no later than three months before the 2021 annual general meeting.
Joel Citron, born 1962, has over 35 years of experience in business management and investing and is CEO of Tenth Avenue Holdings. He is currently chairman of Tenth Avenue Commerce, board member of several companies, active on non for profit boards and has previously served on numerous public and private boards in Europe and the United States. Joel holds a Bachelor of Science in Business Administration and a Masters of Arts in Economics from the University of Southern California.
Karin Karlström, born 1972, holds a MSc in Economics and Business Administration degree from the Stockholm School of Economics. For 18 years, Karin was employed at Carnegie Investment Bank AB where she worked with advising investors and companies in the telecom, technology and media sector on public and private transactions. She then worked for five years with mergers and acquisitions and investments at Telia Company AB. Since about a year, Karin has been working as an independent advisor and board member.
Item 9 – Appropriation
The board of directors proposes that no dividend be paid.
Item 16 – Share issue authorization
The board of directors proposes that the 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 CEO, or who the board appoints, may make the minor adjustments in the decision required for the registration of the decision at the Swedish Companies Registration Office.
Item 17 – Amendment of the Articles of Association
The board of directors proposes that the 2020 annual general meeting resolves to amend the articles of association by reason of rules on shareholders' rights, as follows.
Current wording - § 9
“Shareholders that wish to participate at a general meeting shall be registered as shareholders in a transcript of the entire share register as stipulated in Chapter 7 Section 28, third paragraph, of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five weekdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the general meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve and must not fall earlier than the fifth weekday prior to the meeting. Shareholders may be accompanied at a general meeting by assistants (maximum two), however, only if the shareholder has notified the company in connection with the notification of attendance.”
Proposed wording - § 9
“In order to participate at a general meeting, a shareholder must notify the company not later than the date specified in the notice convening the general meeting. This day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve and must not fall earlier than the fifth weekday prior to the meeting. Shareholders may be accompanied at a general meeting by assistants (maximum two), however, only if the shareholder has notified the company in connection with the notification of attendance.”
The board of directors further proposes that the annual general meeting authorizes the CEO, or the person appointed by the CEO, to make the adjustments to the resolution that may seem necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.
Special majority requirements
Decisions pursuant to item 16 and 17 are valid only if it is supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
Shares and votes
At the time of the notice, a total of 67,397,077 shares and votes are issued in the Company.
The board's complete proposals and other documents that will be available under the Companies Act will be available on the Company’s website, www.bambuser.com, and from the Company at Malmskillnadsgatan 32 in Stockholm, no later than March 31, 2020, and sent to the shareholders who in particular request it and state their postal address.
Information at the meeting
Shareholders who are present at the meeting are entitled to request information in accordance with
chapter 7 section 32 of the Companies Act.
Stockholm, March 2020
Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version will prevail.
Fredrik Ramberg, Chairman of the board Bambuser | +46 70-362 08 15 | email@example.com
Maryam Ghahremani, CEO | +46 708 720 266 | firstname.lastname@example.org
or visit bambuser.com/ir
Svensk Kapitalmarknadsgranskning AB | +46 11 32 30 732 | email@example.com
Bambuser was founded in 2007 as the world's first company with a platform for interactive mobile live video broadcasting and is a leading supplier in the live video segment. In 2019, Bambuser introduced Live Video Shopping, which enables live shopping directly on the brand's website. Bambuser is listed on the Nasdaq First North Growth Market and is headquartered in Stockholm.