Notice to extraordinary general meeting in Speqta AB (publ)
The shareholders of Speqta AB (publ), reg. no. 556710–8757 (the “Company”), are hereby invited to an extraordinary general meeting on Friday, 24 November 2023 at 10:00, at Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm. Registration for the meeting commence at 09:30.
Notification
Shareholders who wish to attend the meeting shall:
- both be listed as shareholder in the register of shareholders kept by Euroclear Sweden AB (the Swedish Central Securities Depository) concerning the circumstances on Thursday, 16 November 2023, and
- not later than Monday, 20 November 2023 have notified their attendance and any advisor to the Company; either in writing to Speqta AB (publ), Att: Extraordinary General Meeting, Brunnsgatan 11, SE-111 38 Stockholm, Sweden or by email to bolagsstamma@speqta.com.
The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by the latest on the record date on Thursday, 16 November 2023. Such registration may be temporary (so-called "voting registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Monday, 20 November 2023 will be considered in the preparation of the share register.
Proxies
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If a power of attorney is issued by a legal entity, a certificate of registration shall be attached, or if such document does not exist, an equivalent authorisation document. Power of attorney forms for shareholders who wish to participate in the meeting through a proxy are available on the Company’s website www.speqta.com. A copy of the power of attorney and any registration certificate shall, well in advance of the meeting, be sent to: Speqta AB (publ), Att: Extraordinary General Meeting, Brunnsgatan 11, SE-111 38 Stockholm, Sweden or by e-mail to bolagsstamma@speqta.com. The original version of the power of attorney must also be presented at the meeting.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to check the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of the proposed agenda
- Election of new board member and chairman
- Determination of remuneration to new member of the board and chairman
- Closing of the meeting
Major shareholders' proposals for resolutions regarding items 7-8 of the agenda
Upland Street Capital AB (Gustav Westman), Bovall Holding AB (Marcus Möller) and BBAG Holding AB (Anders Gustafsson), representing approximately 41 per cent of the total number of shares and votes in the Company (the “Major Shareholders”), have submitted the following proposals for resolutions with respect to items 7-8 according to the above proposed agenda.
Item 7. Election of new board member and chairman
At the extraordinary general meeting on 21 July 2023, it was resolved that the board of directors of the Company shall consist of seven (7) board members without deputies. The meeting further resolved to elect Anders Gustafsson, Christos Stavropoulos, Gustav Westman and Mikael Lindblom as new board members and that Fredrik Burvall, Lisa Gunnarsson and Errol Koolmeister shall remain as board members for the period until the next annual general meeting with Fredrik Burvall as chairman of the board.
On 11 September 2023, Fredrik Burvall resolved to resign from the board of directors, creating a vacancy in the board of directors. The board of directors thereafter appointed Mikael Lindblom as acting chairman of the board.
Consequently, the Major Shareholders propose that Johan Rutgersson is elected as new board member and chairman of the board of the Company for the period until the end of the next annual general meeting, whereby the vacancy in the board of directors ceases.
Short description of Johan Rutgersson
Born: 1978.
Education: Master's degree in Business Administration from Uppsala University.
Other assignments: Johan is chairman of the board of Fedelta Finance AB, Familjekortet Sverige AB and board member and deputy in several public and private companies, including Litium AB.
Work experience: Johan has a long-standing background in the financial sector with several assignments such as CEO, board member and chairman.
Own and related parties’ holdings: 0 shares.
Independence: Independent in relation to the Company, the Company’s management, and the Company’s major shareholders.
Item 8. Determination of remuneration to new member of the board and chairman
Major Shareholders propose that Johan Rutgersson shall receive SEK 480,000 on an annual basis, which means an increase of the fee by SEK 230,000 per year compared to the decision made at the annual general meeting 2023 regarding the fee to the chairman of the board of directors of the Company. The proposed fee is considered market-based compared to the remuneration level in similar companies. The fee shall be adjusted pro rata based on the time from the election as board member and chairman for the period until the end of the next annual general meeting.
Shareholders’ right to request information
According to Chapter 7, Section 32 of the Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without material damage to the Company, provide information on circumstances that may affect the assessment of an item on the agenda.
Other
Major Shareholders’ complete proposals for resolutions are set out in the notice, which is also available at the Company's office at Brunnsgatan 11 in Stockholm and will be sent free of charge to shareholders who so request and state their postal address.
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________________
Stockholm, November 2023
Speqta AB (publ)
The board of directors
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
The information was submitted for publication, through the agency of the contact person set out below, at 14:00 CEST on 07 November 2023.
Contact
Fredrik Lindros
CEO Speqta AB (publ)
fredrik.lindros@speqta.com
+46 723 10 66 66
www.speqta.com
About Speqta
Speqta is an Adtech company specializing in traffic generation services using data and AI. The company offers two core services: The SaaS service Bidbrain, and the SaaS service BrightBid. Speqta is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker “SPEQT”. Redeye AB serves as the company’s Certified Adviser.
