INVITATION TO ANNUAL GENERAL METTING OF EVERYSPORT GROUP AB (PUBL)
Everysport Group AB (publ) (”The Company”) will hold its annual general meeting on Thursday, May 16, 2024 at 13:00 at the Companys premises at Gamla Brogatan 11, Stockholm. Registration begins at 12:30.
RIGHT TO ATTEND AND NOTICE TO THE COMPANY
Those wishing to participate in the meeting shall
• either be registered as shareholders in the share register held by Euroclear Sweden AB on Tuesday, May 7, 2024
• notify the Company of your intention to participate no later than Friday, May 10, 2024.
The participation registration can be done in writing to the Company at the address Everysport Group AB, Attention: Lisa Villman, Gamla Brogatan 11, 11120, Stockholm, Sweden., or by email to bolagsstamma@everysport.com. When registering please provide you name or company name, personal identification number or organization number, address and telephone number. The registration procdure for proxies applies as above.
NOMINEE REGISTERED SHARES
Shareholders who have their shares registered in the names of nominees must temporarily register their shares in their own name with Euroclear, in order to be able to exercise their voting rights and participate in the general meeting. This means that the individual must be registered in the shareholder register maintained by Euroclear Sweden AB by the record date, Tuesday, May 7, 2024. Such registration can be temporary (so-called voting registration) and can be requested from the custodian according to their procedures. Voting registration requested by shareholders in such time that the registration has been completed by the relevant custodian no later than Friday, May 10, 2024, will be taken into account in the preparation of the shareholder register.
PROXY AND POWER OF ATTORNEY FORM
Those who are not personally present at the meeting may exercise their rights at the meeting through a representative with a written, signed, and dated power of attorney. A power of attorney form is available on the Company's website, www.everysportgroup.com. The power of attorney form can also be obtained from the Company or ordered by email as above. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached. The power of attorney must not be older than one year unless a longer validity period is specified in the power of attorney, but no longer than five years. To facilitate entry at the meeting, powers of attorney, registration certificates, and other authorization documents should be provided to the Company well in advance of the meeting.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman for the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two scrutineers
6. Examination of whether the meeting has been properly convened
7. Presentation of the annual report and the auditor's report, as well as the consolidated financial statements and the consolidated auditor's report
8. Decisions regarding:
a) Approval of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
b) Dispositions regarding the Company's profit according to the approved balance sheet, and
c) Discharge from liability for the members of the board of directors and the managing director
9. Determination of the number of board members and deputy board members
10. Determination of remuneration for the board and auditors
11. Election of board members and chairman of the board
12. Decision on authorization for the board to decide on the issuance of new shares, subscription options, and/or convertibles
13. Closing of the meeting
DECISION PROPOSALS FROM THE NOMINATION COMMITTEE (points 2, 9, 10, and 11)
For the Annual General Meeting 2024, the Company's nomination committee has consisted of Michael Hansen, serving as the chairman of the board of the Company, along with Johan Ejermark and Hannes Andersson, acting as representatives for the two largest shareholder groups/shareholders holding the largest voting shares in the Company. The Company's nomination committee will publish its proposals for decisions via a press release before the meeting.
THE BOARD’S DECISION PROPOSALS
Decision regarding the allocation of the Company's profit according to the approved balance sheet (point 8 b)
The board proposes that no dividend be paid for the fiscal year 2023, and that the profit be carried forward to new account.
Decision regarding authorization for the board to decide on the issuance of new shares, subscription options, and/or convertible bonds (point 12).
The Board of Directors of the Company proposes that the meeting authorize the Board to, on one or more occasions until the next Annual General Meeting, decide on the issuance of shares, subscription options, and/or convertible bonds in the Company. The total number of shares that may be issued under the authorization shall correspond to a maximum of 20 percent of the total number of outstanding shares in the Company at the time of the meeting. The Board shall be able to decide on new issuances of shares, subscription options, and/or convertible bonds with preferential rights and/or with deviation from the shareholders' preferential rights and/or with provisions for contribution in kind, set-off, or otherwise with conditions.
The Board shall have the right to determine the terms and conditions for issuances under this authorization, as well as who shall have the right to subscribe for the new shares, subscription options, and/or convertible bonds. The reason for the Board to be able to decide on issuances with deviation from the shareholders' preferential rights and/or with provisions for contribution in kind and set-off or otherwise with conditions as stated above is to enable the Company to issue shares, subscription options, and/or convertible bonds in connection with acquisitions of companies or businesses.
The Board, or whomever the Board appoints, shall have the right to decide on minor adjustments to the resolution of the meeting that may be required for registration of the resolution with the Swedish Companies Registration Office (Bolagsverket) or due to other formal requirements.
MAJORITY REQUIREMENTS
For a valid decision according to point 12, the proposal must be approved by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTATION
All documents according to the Companies Act will be available at the Company and on the Company's website and will be sent immediately and free of charge to the shareholders who request it and provide their postal address. The documents will also be available at the meeting.
INFORMATION AT THE MEETING
The Board of Directors and the managing director shall, if any shareholder so requests and the Board deems it can be done without material harm to the Company, provide information at the meeting concerning circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation, the consolidated financial statements, and the Company's relationship with other group companies
PROCESSING OF PERSONAL DATA
For information regarding the processing of your personal data, please see the integrity policy available on Euroclear's website:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
This invitation is a translation of the original Swedish. In case of discrepancies between the English and Swedish language versions, the Swedish shall prevail.
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Stockholm in April 2024
Everysport Group AB (publ)
The Board of Directors