NOTICE TO ATTEND ANNUAL GENERAL MEETING IN BUILDDATA GROUP AB.

The shareholders of BuildData Group AB, reg. no 559136-0317 (the “Company”) are hereby summoned to the Annual General Meeting (the “Meeting”) on 10 November 2022 at 10.00 am CET at Eversheds Sutherland Advokatbyrå, Strandvägen 1, Stockholm, Sweden. Registration will begin at 9.30 am CET.

RIGHT TO PARTICIPATE AND REGISTRATION

Shareholders wishing to attend the Meeting shall:

1. be entered in the share register maintained by Euroclear Sweden AB on 2 November 2022, and
    
2. notify their participation no later than on 4 November 2022. Notification of participation should be made in writing to the Company at BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Attn: AGM 2022 or by e-mail to, info@builddata.se. The notification must include your name, personal number or company registration number, shareholding, address, telephone number and details of any advisors (maximum two advisors) and if applicable, proxies and details of any representatives. In addition, where applicable, supporting documents such as registration certificates or equivalent should be attached to the notification.

NOMINEE-REGISTERED SHARES

Shareholders whose shares are nominee-registered must, in order to be entitled to attend the Meeting, re-register such shares in their own names so that the shareholder is recorded in the share register as of 2 November 2022. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected on 4 November 2022 in Euroclear Sweden AB will be considered in the preparation of the share register.

INFORMATION ON POSTAL VOTING

The Company has decided, pursuant to Section 4 of the Act (2022:121) on temporary exemptions to facilitate the holding of general meetings of shareholders and associations, that shareholders shall be able to exercise their voting rights by post prior to the meeting.

Postal voting form will be kept available on the Company’s website www.builddata.se. The completed and signed form should be sent in original to the above address or by e-mail to info@builddata.se. The completed form must be received by the Company no later than 4 November 2022. Further instructions can be found in the form. Please note that registration of shares in your own name (if the shares are nominee-registered) and notification to the Meeting must have taken place as described above even if the shareholder chooses to vote by post before the Meeting. Shareholders may not attach special instructions or conditions to the postal voting form. If this is done, the postal voting form is invalid in its entirety. Further instructions and conditions are set out in the postal voting form.

If shareholders vote by proxy, a written and dated proxy signed by the shareholder must be attached to the postal voting form. The proxy form will be available on the Company’s website, www.builddata.se. If the shareholder is legal entity, a certificate of registration or other document of authority must be attached to the postal voting form.

PROPOSED AGENDA

1. Opening of the Meeting and appointment of chairman of the Meeting
2. Preparation and approval of the register of voters
3. Appointment of one or two persons to verify the minutes of the Meeting
4. Determination of whether the Meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual accounts and the auditor’s report on the annual accounts and the consolidated accounts and the auditor’s report on consolidated accounts
7. Resolutions regarding:

1. approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
2. allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
3. discharge of liability for the members of the Board of Directors and the CEO

8. Determination of fees for the Board of Directors and auditors
9. Election of Board of Directors and auditor
10. Resolution regarding changes in the articles of association
11. Resolution on (a) implementation of incentive program by way of (b) a directed issue of warrants and (c) approval of transfer of warrants (“Incentive program 2022/2026A”)
12. Resolution on (a) implementation of incentive program by way of (b) a directed issue of warrants and (c) approval of transfer of warrants (“Incentive program 2022/2026B”)
13. Resolution on an offer to repurchase warrants (closely associated transaction)
14. Resolution to cancel outstanding warrants
15. Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles
16. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
17. Closing of the Meeting

PROPOSED RESOLUTIONS

Item 1 – Opening of the Meeting and appointment of Chairman of the Meeting

The Board of Directors proposes that attorney Johan Engström (Eversheds Sutherland) is appointed as the Chairman of the Meeting and that the Chairman shall keep the minutes.

Item 2 – Preparation and approval of the register of voters

The voting list proposed for approval is the voting list prepared by the Company, based on the Company’s share register obtained from Euroclear Sweden AB and received postal votes which have been verified and approved by the persons to approve the minutes.

Item 3 – Appointment of one or two persons to verify the minutes of the Meeting

The Board of Directors proposes that John Edgren (Eversheds Sutherland) or, if unable to attend the Meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.

Item 7 b) – Allocation of the Company’s profit or loss in accordance with the adopted balance sheet

The Board of Directors proposes no dividend for the financial year that ended 30 June 2022.

Item 7 c) – Discharge of liability for the members of the Board of Directors and the CEO

Discharge from liability is decided by individual resolutions for each member of the Board of Directors active during the financial year that ended 30 June 2022 and the CEO respectively, in the following order:

1. Director Stefan Charette
2. Director Erik Gabrielson
3. Director Melanie Dawson
4. Director Gareth Burton
5. Director Mikael Näsström
6. Director Per Åkerman

(vii) CEO Gustave Geisendorf

Item 8 - Determination of fees for the Board of Directors and auditors

The Company’s nomination committee proposes that the remuneration to the Chairman shall be 186,000 SEK and that remuneration to other Directors shall be 93,000 SEK for the time until the next Annual General Meeting 2023. Remuneration to the Company’s auditors is proposed to be paid as per the approved invoice. 

Item 9 - Election of Board of Directors and auditor 

The Company's Nomination Committee proposes the re-election of (i) Stefan Charette, (ii) Gareth Burton, (iii) Melanie Dawson, (iv) Erik Gabrielson, (v) Mikael Näsström and (vi) Per Åkerman as directors of the Company and (vii) the re-election of Stefan Charette as Chairman of the Board of Directors. The Nomination Committee further proposes that (viii) the registered accounting firm BDO Sweden is appointed as the Company’s auditor for the period until the end of the next Annual General Meeting. BDO Sweden AB has informed that the certified accountant Johan Pharmanson will remain the auditor-in-charge, should BDO Sweden AB be appointed as the Company’s auditor.

Item 10 - Resolution regarding changes in the articles of association

The Board of Directors proposes that the Meeting resolves to introduce a new paragraph 10 in the articles of association to enable participation in general meetings by postal voting and for the Company to collect proxies. The proposed amendment to the articles of association is set out below:

The above proposal for a new wording of the articles of association also entails a change in the numbering as a result of the introduction of a new paragraph 10.

A valid resolution pursuant to this item 10 requires that the resolution must be supported by shareholders with at least two-thirds (2/3) of both the votes cast and the number of shares represented at the Meeting.

Item 11 – Resolution on (a) implementation of an incentive program by way of (b) directed issue of warrants and (c) approval of transfer of warrants (“Incentive program 2022/2026A”)

(a) Implementation of an incentive program

1. The Board of Directors proposes that the Meeting resolves to implement a share-related incentive program for certain employees in the Company’s subsidiary (the “Subsidiary”) on the principal terms and conditions below, by way of an issue of warrants directed to the Company’s subsidiary Zutec Inc. (Ireland) Limited and approval of the transfer of warrants from the Subsidiary to certain employees (the “Incentive program 2022/2026A”). This proposal is presented in order to strengthen the organization and to motivate key individuals to create shareholder value. The Board of Directors has made the assessment that these objectives are in line with all shareholders’ interests.

2. The Incentive program 2022/2026A comprises senior management and other employees of the Subsidiary (the “Participants”) and is based on warrants issued by the Company. Directors of the Company nor its Subsidiary will be allowed to participate. The incentive program will include approximately 76 Participants in total (subject to inclusion of new recruitments). The warrants are to be allocated among the employees.

3. Allotted warrants are vested for a period of three years, i.e., one-third each year.
4. Vesting requires that the Participant is still employed by the Subsidiary and has not terminated the employment on the day when the respective vesting takes place. In the event that Participants cease to be employed or terminate their employment with the Subsidiary before a vesting day, already earned warrants may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.
5. The warrants are granted free of charge.

6. Participants can exercise allotted and vested warrants during the period from and including 1 January 2026 until and including 31 March 2026.

7. The warrants shall be regulated in separate agreements with the respective Participant. The agreement shall, inter alia, include provisions regarding good and bad leaver and restriction on transfer of the Warrants. The Board of Directors shall be responsible for the design and management of the incentive program within the framework of the above-mentioned principal terms and conditions.

In order to implement the Incentive program 2022/2026A, the Board of Directors proposes that the Meeting resolves to approve the terms and conditions of the Incentive program 2022/2026A under this item (a) and that the Meeting resolves on a directed issue of warrants to Zutec Inc. (Ireland) Limited and on approval of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants, as proposed under items (b) and (c) below.

(b) directed issue of warrants

1. The Company shall issue no more than 2,250,000 warrants. Each warrant entitles to subscription of one (1) new share in the Company. If all warrants are subscribed, transferred to and exercised by the Participants for the subscription of new shares, the Company’s share capital will increase by SEK 450,000 (subject to potential recalculations in accordance with the standard terms and conditions that is to apply in relation to the warrants).

2. The warrants may, with deviation from the shareholders’ preferential rights, only be subscribed for by Zutec Inc. (Ireland) Limited, after which they are to be transferred to the Participants in accordance with the resolution adopted by the Meeting and instructions from the Company’s Board of Directors.

3. Subscription of warrants shall be made by Zutec Inc. (Ireland) Limited on a subscription list immediately following the Meeting resolution on this issue of warrants. The Board of Directors shall be entitled to prolong the subscription period.

4. Zutec Inc. (Ireland) Limited is not to pay anything for the warrants.

5. The warrants may be exercised for subscription of new shares during the period from and including 1 January 2026 until and including 31 March 2026. Subscription of new shares may not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect). Warrants that have not been exercised for subscription of shares by the last day of the exercise period shall lapse.

6. Each warrant shall entitle the Participants to subscribe for one new share in the Company at a subscription price of SEK 4.32 per share.

7. The warrants shall be transferred to the Participants in accordance with instructions from the Company’s Board of Directors in accordance with the principles set forth below.

8. The shares that are added through the exercise of warrants entitle the Participant to dividend from the first record date for dividends that occur after the share has been entered into the Company’s share register.

9. The warrants shall be subject to additional terms and conditions, including customary recalculation conditions. As a result, the subscription price of the new shares and the number of shares that each warrant entitles to may be subject to recalculation as a result of certain events, e.g., split, combination and rights issues.

(c) approval of transfer of warrants

A resolution to implement the Incentive program 2022/2026A by way of issuing warrants in accordance with this proposal also includes an approval of transfer of warrants to the Participants. The Board of Directors proposes that the Meeting resolves to approve of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants.

The maximum dilution of the Incentive program 2022/2026A corresponds to approximately 3.4 per cent assuming all warrants are exercised for subscription of new shares and assuming full subscription.

A valid resolution pursuant to this item 11 requires that the resolution must be supported by shareholders with at least nine-tenths (9/10) of both the votes cast and the number of shares represented at the Meeting.

Item 12 – Resolution on (a) implementation of an incentive program by way of (b) directed issue of warrants and (c) approval of transfer of warrants (“Incentive program 2022/2026B”)

(a) Implementation of an incentive program

1. The Board of Directors proposes that the Meeting resolves to implement a share-related incentive program for executives in the Company’s subsidiary (the “Subsidiary”) on the principal terms and conditions below, by way of an issue of warrants directed to the Company’s subsidiary Zutec Inc. (Ireland) Limited and approval of the transfer of warrants from the Subsidiary to executives (the “Incentive program 2022/2026B”). This proposal is presented in order to strengthen the organization and to motivate key individuals in the management team to create shareholder value. The Board of Directors has made the assessment that these objectives are in line with all shareholders’ interests.

2. The Incentive program 2022/2026B comprises executives in the management team of the Subsidiary (the “Participants”) and is based on warrants issued by the Company. Directors of the Company nor its Subsidiary will be allowed to participate. The incentive program will include approximately 5 Participants in total (subject to inclusion of new recruitments). The warrants are to be allocated among the executives.

3. Allotted warrants are vested after a period of three years.
4. Vesting requires that the Participant is still employed by the Subsidiary and has not terminated the employment on the day when the vesting takes place. In the event that Participants cease to be employed or terminate their employment with the Subsidiary before the vesting day, vesting will not take place.
5. The warrants are granted free of charge.

6. Participants can exercise allotted and vested warrants during the period from and including 1 January 2026 until and including 31 March 2026.

7. The warrants shall be regulated in separate agreements with the respective Participant. The agreement shall, inter alia, include provisions regarding good and bad leaver and restriction on transfer of the Warrants. The Board of Directors shall be responsible for the design and management of the incentive program within the framework of the above-mentioned principal terms and conditions.

In order to implement the Incentive program 2022/2026B, the Board of Directors proposes that the Meeting resolves to approve the terms and conditions of the Incentive program 2022/2026B under this item (a) and that the Meeting resolves on a directed issue of warrants to Zutec Inc. (Ireland) Limited and on approval of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants, as proposed under items (b) and (c) below.

(b) directed issue of warrants

1. The Company shall issue no more than 1,100,000 warrants. Each warrant entitles to subscription of one (1) new share in the Company. If all warrants are subscribed, transferred to and exercised by the Participants for the subscription of new shares, the Company’s share capital will increase by SEK 220,000 (subject to potential recalculations in accordance with the standard terms and conditions that is to apply in relation to the warrants).

2. The warrants may, with deviation from the shareholders’ preferential rights, only be subscribed for by Zutec Inc. (Ireland) Limited, after which they are to be transferred to the Participants in accordance with the resolution adopted by the Meeting and instructions from the Company’s Board of Directors.

3. Subscription of warrants shall be made by Zutec Inc. (Ireland) Limited on a subscription list immediately following the Meeting resolution on this issue of warrants. The Board of Directors shall be entitled to prolong the subscription period.

4. Zutec Inc. (Ireland) Limited is not to pay anything for the warrants.

5. The warrants may be exercised for subscription of new shares during the period from and including 1 January 2026 until and including 31 March 2026. Subscription of new shares may not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect). Warrants that have not been exercised for subscription of shares by the last day of the exercise period shall lapse.

6. Each warrant shall entitle the Participants to subscribe for one new share in the Company at a subscription price of SEK 4.32 per share.

7. The warrants shall be transferred to the Participants in accordance with instructions from the Company’s Board of Directors in accordance with the principles set forth below.

8. The shares that are added through the exercise of warrants entitle the Participant to dividend from the first record date for dividends that occur after the share has been entered into the Company’s share register.

9. The warrants shall be subject to additional terms and conditions, including customary recalculation conditions. As a result, the subscription price of the new shares and the number of shares that each warrant entitles to may be subject to recalculation as a result of certain events, e.g., split, combination and rights issues.

(c) approval of transfer of warrants

A resolution to implement the Incentive program 2022/2026B by way of issuing warrants in accordance with this proposal also includes an approval of transfer of warrants to the Participants. The Board of Directors proposes that the Meeting resolves to approve of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants.

The maximum dilution of the Incentive program 2022/2026B corresponds to approximately 0.35 per cent assuming all warrants are exercised for subscription of new shares and assuming full subscription.

A valid resolution pursuant to this item 12 requires that the resolution must be supported by shareholders with at least nine-tenths (9/10) of both the votes cast and the number of shares represented at the Meeting.

Item 13 – Resolution on an offer to repurchase warrants (closely associated transaction)

For the purpose of reducing potential dilution of the Company’s shares, the Board of Directors has investigated the possibility for a repurchase of warrants issued in May 2020 with an exercise period from 1 September 2020 to 31 December 2025 (the “Warrants”). One holder of Warrants, CEO Gustave Geisendorf (the “Holder”), has informed the Company that he wishes to participate in the offer by selling 2,494,533 Warrants (the “Transaction”). According to Chapter 16 a Section 7 of the Swedish Companies Act, material transactions with related parties must be approved by a general meeting. The Board of Directors hereby submits a proposal for a decision on the Transaction and a report pursuant to Chapter 16 a Section 7 of the Swedish Companies Act.

It is proposed that the Holder shall be given the opportunity to transfer Warrants to the Company instead of having to exercise these for subscription with the subsequent sale of shares. The proposal only concerns the settlement of the Warrants and does not entail any changes to the terms of the Warrants. The proposal (i) is cost neutral for the Company’s shareholders compared to if the Warrants are to be settled by issuing new shares, which after the issuance would be sold by the Holder, (ii) does not entail any additional tax costs for the Company, (iii) does not entail any transaction fees for the Company, and (iv) is administratively more feasible to manage by the Company and the Holder. In addition, the dilutive effect of some of the Warrants being repurchased instead of being used to subscribe for shares will be reduced.

The Board of Directors proposes that the Company shall repurchase 2,494,533 Warrants from the Holder on market terms at a preliminary valuation of SEK 2.50 per Warrant. The final valuation shall be based on a Black & Scholes valuation of the Warrants by a third party will be available no later than two weeks prior to the Meeting. If the Holder was to accept the offer, the consideration payable under the offer would amount to approximately SEK 6,236,332 (based on the preliminary Black & Scholes valuation). The offer is conditional upon the Holder reinvesting all of the repurchase consideration in shares of the Company through the exercise of the Holder’s remaining 5,470,467 Warrants. For the avoidance of doubt, after the repurchase of the Warrants and subsequent exercise of the remaining Warrants, the Holder will have no Warrants and also receives no cash proceeds.  

A valid resolution pursuant to this item 13 requires that the resolution must be supported by shareholders representing more than half (1/2) of both the votes cast and the number of shares represented at the Meeting, whereby any shares held by Gustave Geisendorf or related parties shall not be taken into account.

Item 14 - Resolution to cancel outstanding warrants

The Board of Directors proposes to cancel outstanding warrants as follows:

• 1,464,200 warrants issued but not transferred under the Company’s existing incentive schemes, and

• Warrants repurchased in accordance with item 13 above.

Item 15 - Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles

It is proposed that the Meeting authorizes the Board of Directors to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the Company’s share capital by new share issues and to issue warrants and convertibles, to the extent possible from time to time according to the Company’s articles of association.

New share issues, as well as issues of warrants and convertibles, may be made with or without deviation from shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions in accordance with Chapter 2 Section 5 of the Swedish Companies Act. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not by virtue of this authorization resolve on resolve on issues to directors and/or employees in the Company or its subsidiaries.

The purpose of the authorization is to increase the financial flexibility of the Company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason shall be to enable the external raising of capital (through new owners of strategic importance for the Company or otherwise) for the financing of the Company’s business, commercialization and development of the Company’s products and intellectual property rights and/or acquisitions of other companies or businesses.

A valid resolution pursuant to this item 15 requires that the resolution must be supported by shareholders with at least two-thirds (2/3) of both the votes cast and the number of shares represented at the Meeting.

Item 16 - Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions

The Board of Directors proposes that the annual general meeting authorizes the Board of Directors, the CEO or a person otherwise designated by the Board, to undertake such minor adjustments and clarifications of the decisions made at the annual general meeting to the extent required for registration of the resolutions.

OTHER

Number of shares, votes and warrants

At the date of this notice, the total amount of shares and votes in the Company amounts to 62,757,284 and the Company has existing incentive programs entitling to a further 15,250,000 shares. The Company does not own any own shares.

Following resolutions and registrations of Item 11, 12, 13 and 14 above, the total amount of shares and votes in the Company amounts to 68,227,721 and the Company will have incentive programs entitling to a further 9,170,800 shares.

Shareholders right to request information

Shareholders have the right to request information from the Board of Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act regarding conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company.

Documents

Documents in accordance with the Swedish Companies Act as well as other documents relating to the proposed resolutions will be available at the Company’s office, address set out above, and on the Company’s website www.builddata.se no later than three weeks before the Meeting. The documents are also sent to shareholders who have requested it and who have provided their address.

Personal data

For information on how personal data is processed in relation to the Meeting, see the Privacy Notice on Euroclear Sweden AB’s website at: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

______________
 

Stockholm in October 2022

BuildData Group AB

The Board of Directors