Notice to attend the annual general meeting in Speqta AB (plc)

The shareholders of Speqta AB (plc), reg.no. 556710-8757 (the ”Company”), are hereby given notice to attend the Annual General Meeting on Monday, 18 May 2019 at 10:00 at Advokatfirman Delphi, Mäster Samuelsgatan 17, in Stockholm.

Right to attend and notice of attendance
Shareholders wishing to participate at the annual general meeting shall:

• both be registered in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization) on Tuesday, 12 May 2020, and
• notify their participation and possible advisors to the Company, either in writing via letter to Speqta AB (plc), Regeringsgatan 29, 111 53 Stockholm or by e-mail to bolagsstamma@speqta.com, not later than the same day, Tuesday, 12 May 2020.

Notifications should include full name, personal or corporate identification number, address and registered shareholding and, when applicable, information about deputies, proxies and advisors.

Shareholders who have their shares registered in the name of a nominee must on Tuesday, 12 May 2020, in order to be entitled to participate at the general meeting and in addition to the notification of participation at the general meeting, temporarily have registered the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration).

Power of attorney
Shareholders represented by proxy shall issue a power of attorney in writing, signed and dated by the shareholder, on behalf of the proxy. If issued by a legal entity, the power of attorney shall be accompanied by a certificate of registration or other corresponding documents attesting to the authority of the signatory. In order to facilitate the admission to the general meeting a copy of the power of attorney form in original (together with documents attesting the authority of the signatory) ought to be sent to the Company together with the notification of participation. The power of attorney may not be issued earlier than five (5) years before the general meeting. A power of attorney form is available at the Company and on the Company’s website, www.speqta.com, and will be sent to those shareholders that so request and provide their postal or e-mail address.

Information related to Covid-19 (the corona virus)
As a preventive measure to reduce the risk of spreading the corona virus, the board of directors has decided that no food or beverage will be served in connection with the general meeting. Participation of board members, company management and members of the nomination committee as well as the number of non-shareholders present will be limited. Further, The CEO, the chairman of the board of directors and the chairman of the nomination committee, will not give their customary presentations at the general meeting, and presentation of proposals will be held at minimum.

For shareholders who are worried of the spread of infection due to the corona virus, we want to emphasize the possibility of not participating in person at the annual general meeting, but instead participate through a proxy. The Company also encourages similar possibility for shareholders who are sick, recently have visit a risk area or belong to a risk group.

A power of attorney form for proxies to represent shareholders and exercise their voting rights is available on the Company’s website.

Speqta is closely following the development of the corona virus as well as instructions from the authorities and will publish updated information regarding the annual general meeting on the website if deemed necessary.

Proposed agenda

1. Opening of the general meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two people to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the proposed agenda
7. Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
8. Resolution regarding:

1. the approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
2. the allocation of the Company’s profit in accordance with the adopted balance sheet
3. discharge from liability for the members of the board of directors and the chief executive officer

9. Determination of the number of board members and auditors to be elected by the meeting
10. Approval of the remuneration to the board of directors and auditors
11. Election of members of the board of directors and auditor
12. Resolution regarding authorization for the board of directors to decide on issue of shares, warrants and/or convertibles
13. Resolution regarding amendments of the articles of association
14. Closing the meeting

Resolutions proposed by the nomination committee
The nomination committee, comprised of Mikael Riese Harstad, chairman of the nomination committee (appointed by André Lavold), Jonas Söderqvist (representatives of own holding), Petter Moldenius, (appointed by Henrik Persson Ekdahl) and Fredrik Burvall (chairman of the board of directors) have proposed the following resolutions in relation to items 2 and 9–11 of the above proposed agenda.

Item 2. Election of a chairman of the meeting

The nomination committee proposes that the lawyer Pekka Frölander from Advokatfirman Delphi is elected as chairman of the annual general meeting.

Item 9. Approval of the number of board members and auditors to be elected by the meeting

The board of directors is currently composed of six (6) ordinary board members without deputies. The nomination committee proposes that the board of directors shall be composed of six ordinary board members without deputies for the period until the end of the next annual general meeting.

The nomination committee has informed the Company that a proposal for auditor will be presented before or in connection with the annual general meeting. In the event the Company receives a proposal for auditor before the annual general meeting the Company will publish the proposal as soon as it has been received.

Item 10. Approval of remuneration to the board of directors and auditors

The nomination committee proposes that remuneration to the board of directors shall be SEK 530,000 to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 130,000 and other members of the board of directors is entitled to remuneration of SEK 80,000 per board member. Remuneration for work in the audit committee shall be SEK 35,000 to the chairman and SEK 25,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 30,000 to the chairman and SEK 20,000 to each of the other members of the committee. The nomination committee’s proposal entails unchanged remunerations to the chairman of the board of directors, other members of the board of directors and to the board of directors’ committees.

The nomination committee further proposes that remuneration to the Company’s auditor shall be paid according to approved invoice.

Item 11. Election of members of the board of directors and auditor

The nomination committee proposes that the general meeting, for the period until the end of the next annual general meeting, re-elect the current board members Fredrik Burvall, Patrik Christiansen, Andreas Friis, Lisa Gunnarsson, André Lavold and Pär Sundberg. Fredrik Burvall is proposed to be elected as chairman of the board of directors. For a presentation of the proposed board members, please refer to the Company's website www.speqta.com.

The nomination committee has informed the Company that a proposal for auditor will be presented before or in connection with the annual general meeting. In the event the Company receives a proposal for auditor before the annual general meeting the Company will publish the proposal as soon as it has been received.

Resolutions proposed by the board of directors

Item 8 b). Resolution regarding allocation of the Company’s profit according to the adopted balance sheet.  

The board of directors proposes that no dividends are distributed for the financial year 2019 and that the balanced result for the year shall be carried forward to new account.

Item 12. Resolution regarding authorization for the board of directors to decide on new issue and issue of warrants and/or convertibles

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions, with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with the condition of a maximum number of shares, or warrants  or convertibles that entitles subscription of a number of shares, which does not exceed the limits of the Company’s share capital or total number of shares as set out in the Company’s articles of association from time to time.

The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to facilitate the raising of capital for expansion through corporate acquisitions or acquisitions of business assets and for the Company’s business as well as the adjustment of the Company’s capital and/or ownership structure. In addition, the purpose of the authorization is also to enable the Company to pay any additional purchase price, which shall be paid through issuance of shares, in a time-efficient manner, related to previous executed acquisitions. To the extent issues are made with deviation from the shareholders’ preferential rights, such issues shall be made at market conditions.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.

Item 13. Resolution regarding amendments of the articles of association

The board of directors proposes that the general meeting resolves to amend § 9 of the articles of association regarding the notice procedure in order to conform to future changes of the law, as follows:

”Kallelse till bolagsstämma skall ske genom annonsering i Post- och Inrikes Tidningar samt på bolagets webbplats. Att kallelse skett skall annonseras i Dagens Nyheter eller Dagens Industri.

För att få deltaga i bolagsstämma skall aktieägare anmäla sig hos bolaget senast den dag som anges i kallelsen till stämman. Denna dag får inte vara söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton och inte infalla tidigare än femte vardagen före stämman.”

(Eng. ”Notice of general meeting shall be made by an announcement in The Official Swedish Gazette and on the company’s website. Announcement that the notice has been issued shall be made in Dagens Nyheter or Dagens Industri.

To be entitled to participate at the general meeting, shareholders must notify its participation to the company no later than on the day specified in the notice. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth working day prior to the general meeting.”)

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.

Shareholders right to demand information
The board of directors and the chief executive officer shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. Such duty to provide information also comprises the Company’s relation to another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.

Other
The annual report and the auditor’s report will be made available at latest three weeks prior to the general meeting and the board of directors’ complete proposals will be made available at the Company’s office at the address Regeringsgatan 29 in Stockholm, at latest two weeks prior to the general meeting and will be sent free of charge to the shareholders who so request and provide their postal address. The documentation will also be made available on the Company's website www.speqta.com. All documentations above will also be presented at the general meeting. In addition, the nomination committee's complete proposals for resolutions and reasoned statement regarding its proposal of board of directors are made available on the Company's website.

For information on how your personal information is processed, please refer to: https://speqta.com/privacy

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

______________________________

Stockholm, April 2020

Speqta AB (plc)
The board of directors