Notice of Extraordinary General Meeting in Sleep Cycle AB (publ)
The shareholders of Sleep Cycle AB (publ) (“Sleep Cycle”), reg. no. 556614-7368, are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on 26 July 2023 at 14:00 CEST at the company’s head office, floor 20, Drakegatan 10, 412 50 Gothenburg, Sweden. Admission and registration for the EGM will begin at 13:30 CEST.
The Board of Directors has resolved, in accordance with the provisions of Sleep Cycle’s Articles of Association, that shareholders may also exercise their voting rights in advance by so-called postal voting.
Right to participate and notification
A) Attending the meeting venue
A person who wishes to attend the meeting venue in person or by proxy must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 18 July 2023; and
- give notice of its participation no later than 20 July 2023 by mail to Sleep Cycle AB (publ), ”EGM 2023”, Drakegatan 10, 412 50 Gothenburg, Sweden, by phone +46 70 939 5327 or by email to investor@sleepcycle.com. Upon the notification of participation, the shareholder must state name/business name, personal or corporate identity number, address, telephone number and number of any assistants (not more than two).
For shareholders who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. Form of proxy is available on Sleep Cycle’s website, https://investors.sleepcycle.com/en/. If the shareholder is a legal entity, certificate of incorporation, or corresponding authorisation document for the legal entity, must be attached. In order to facilitate the registration at the meeting, the power of attorney together with any registration certificate and other authorisation documents should be sent to the company at the address set out above in connection with the notice of participation.
B) Participation by postal voting
A person who wishes to participate in the EGM by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 18 July 2023; and
- give notice of its participation no later than 20 July 2023 by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by Sleep Cycle no later than that day.
A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with the instructions stated under A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the company’s website, https://investors.sleepcycle.com/en/. The completed and signed form may be sent by mail to Sleep Cycle AB (publ), ”EGM 2023”, Drakegatan 10, 412 50 Gothenburg, Sweden, or by email to investor@sleepcycle.com (state “Sleep Cycle AB – postal voting” in the subject line). The completed and signed form must be received by Sleep Cycle no later than on 20 July 2023.
Shareholders may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. Form of proxy is available on the company’s website, https://investors.sleepcycle.com/en/. If the shareholder is a legal entity, certificate of incorporation, or corresponding authorisation document for the legal entity, must be enclosed with the form.
Nominee-registered shares
In order to be entitled to participate in the EGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the EGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 18 July 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time decided by the nominee. Voting rights registrations that have been made by the nominee no later than 20 July 2023 will be taken into account in the presentation of the share register.
Agenda
- Opening of the meeting
- Election of Chairperson of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Determination of the number of Board members
- Determination of fees to the Board members
- Election of new member of the Board of Directors
- Closing of the meeting
Proposals
The Nomination Committee’s proposals (items 2 and 7–9)
The Nomination Committee, consisting of Chairperson Anna Sundberg (Handelsbanken Fonder), Martin Anthonsen (MCGA AB and H265 AB), Erik Olsson (GLA Invest SA) and Anne Broeng (Chairperson of the Board of Directors), proposes the following:
Chairperson of the meeting: The attorney Aleksander Ivarsson.
Board of Directors: The Nomination Committee proposes that the Board of Directors shall be increased by one member and thereafter consist of five ordinary Board members. The Nomination Committee proposes election of Maciej Drejak as new Board member for the period until the end of the next Annual General Meeting.
Information about the Board member proposed for new election is set out below.
Maciej Drejak
Maciej Drejak is born 1978 and is the founder and main owner of Sleep Cycle. Maciej Drejak holds a high school natural science education and has a background as a developer, system architect and entrepreneur. In addition to Sleep Cycle, he has founded Ninja Games AB and Everdrone AB. He has also developed several successful apps, websites and other applications. Maciej Drejak today works as lead software developer at Everdrone AB, where he is also a Board member. Maciej Drejak holds through the companies h265 AB and MCGA AB 8,707,984 shares, corresponding to 43 per cent of the shares and votes, in Sleep Cycle. Maciej Drejak is considered to be independent in relation to the company and the executive management, but not in relation to the company’s major shareholders.
Board fees: The Nomination Committee proposes that the annual fees per Board member (including fees for committee work), as resolved by the Annual General Meeting on 8 May 2023, shall continue to apply entailing a certain increase of the total fees as the number of Board members is increased by one. Fees (including fees for committee work) are to be paid to the incoming Board member pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2023 until the end of the next Annual General Meeting.
Preparation and approval of the voting register (item 3)
The voting list proposed for approval is the voting list drawn up by the company, based on the EGM register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Shares and votes
The total number of shares and votes in the company is 20,277,563. The company does not hold any own shares.
Questions and shareholders’ right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the EGM regarding circumstances that may affect the assessment of an item on the agenda. Shareholders are welcome to submit questions in advance by mail to Sleep Cycle AB (publ), ”EGM 2023”, Drakegatan 10, 412 50 Gothenburg, Sweden or by email to investor@sleepcycle.com.
Available documentation
Form of proxy, postal voting form and the Nomination Committee’s proposal and reasoned statement are available on the company’s website https://investors.sleepcycle.com/en/.
The documents will be sent free of charge to shareholders who so request and state their address.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in June 2023
Sleep Cycle AB (publ)
The Board of Directors