Notice of Annual General Meeting in PixelFox AB (Publ)
The shareholders of PixelFox AB (Publ), corporate ID no. 559134-5813, are hereby summoned to the annual general meeting on May 24, 2024, at 09:00 at Strandvägen 7a, 114 56 Stockholm.
Shareholders who wish to participate in the meeting must be recorded in a printout of the shareholder register reflecting the conditions as of May 16, 2024, and must notify the company of their attendance no later than May 16, 2024, either in writing to BOX 5276, 102 46 Stockholm or via email to ir@wearepixelfox.com. Notifications must include name, personal or corporate ID number, address, phone number, the number of shares represented, and any assistants or proxies attending. Proxies and representatives of legal entities are requested to submit original powers of attorney, registration certificates, and other authorization documents to the company well in advance of the meeting.
Shareholders whose shares are nominee-registered through a bank or another nominee must, in addition to notifying their participation to the company, register the shares in their own name so that the shareholder is registered in the shareholder register as of May 16, 2024. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee according to the nominee's routines in sufficient time in advance. Voting rights registrations effected no later than Monday, May 16, 2024, will be considered by Euroclear Sweden AB in the preparation of the shareholder register.
Proposed Agenda:
- Election of the chairman and secretary of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to attest the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation and approval of the annual report and the auditor’s report as well as the consolidated financial statements and auditor’s report for 2023.
- Decisions on:
- Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet.
- Appropriations of the company’s profits according to the adopted balance sheet.
- Discharge of liability for the board members and the CEO.
- Determination of the number of board members, auditors, deputy board members, and deputy auditors.
- Determination of fees for the board and auditors.
- Election of board members and auditors.
- Resolution on authorization.
- Closing of the meeting.
Proposed Resolutions
Disposition of Profits (Item 7b)
The Board proposes that no dividend be paid and that the company's accumulated earnings be carried forward.
Board of Directors, etc. (Items 8-10)
Shareholders of the company have proposed that the board shall consist of three regular members and no deputies, with a fee of 45,000 SEK for the chairman and 30,000 SEK for other regular members not employed by the company. The proposed board will be presented no later than at the annual general meeting.
Furthermore, the board has proposed to re-elect Carlsson & Partners Audit Firm AB as the auditor, with Thomas Jönsson as the principal auditor, and that the auditor’s fee shall be payable according to the approved invoice.
Authorization (Item 11)
The Board proposes that the general meeting authorizes the board, until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, against cash payment, consideration in kind or through set-off, to decide on the issue of shares, warrants and/or convertibles. The authorization shall not be used to a greater extent than allowed by the articles of association.
The purpose of the authorization and the reasons for allowing decisions on issuance to be made with deviation from the shareholders' preemptive rights are to enable the company to issue financial instruments as consideration in connection with potential acquisitions that the company may undertake and to increase the company's financial flexibility to finance ongoing operations. The issue price shall be determined according to prevailing market conditions at the time of the issue of shares, warrants and/or convertibles.
Other
Annual reports, auditor's reports, and other complete proposals and documents for the annual general meeting will be presented at the meeting and available at the company's office and on the company's website, www.wearepixelfox.com, no later than three weeks before the meeting and sent free of charge to shareholders who request this. Shareholders are informed of their right to request information at the meeting regarding matters that may affect the assessment of an item on the agenda or assessment of the company's financial situation.
The board, or someone appointed by the board, is proposed to be granted the right to make minor adjustments required in connection with the registration of the decisions at the Swedish Companies Registration Office.
Stockholm in April 2024
PixelFox AB (Publ)
The Board