Notice of Extra General Meeting in Storytel AB (publ)
The shareholders of Storytel AB (publ), reg. no. 556575-2960, (the "Company"), are hereby convened to the extra general meeting to be held on Friday 11 February 2022 at 10:00 CET at Baker & McKenzie Advokatbyrå’s office on Vasagatan 7, 101 23 in Stockholm. The doors to the meeting will open at 09:45 CET.
Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the coronavirus. Due to the extraordinary situation the shareholders are recommended to attend the extra general meeting through advance voting (postal voting). It will however be possible to attend in person or through proxy at the extra general meeting. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the general meeting:
● Possibility to vote in advance through postal voting.
● Registration for the general meeting will commence at 09:45 CET.
● External guests will not be invited.
● No food or refreshments will be served.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
- on the record date, which is Thursday 3 February 2022, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the company of their participation and any assistants (no more than two) in the general meeting no later than Monday 7 February 2022. The notification shall be in writing to Storytel AB (publ), Attn: Jesper Johansson, Legal Department, Box 24167, 104 51 Stockholm (kindly mark the envelope "Storytel EGM 2022"), or via e-mail: jesper.johansson@storytel.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Shareholders that votes in advance through postal voting in accordance with the instructions under the heading "Advance voting" below do not need to notify the Company separately. The postal vote must be at the Company’s disposal through poströsta.se no later than on Monday 7 February 2022.
Nominee registered shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Thursday 3 February 2022, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 7 February 2022 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Monday 7 February 2022. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.investors.storytel.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Shareholders represented by a proxy holder that exercise their voting rights at the general meeting by voting in advance shall submit the proxy and, where applicable, the registration certificate to poströsta.se, through https://investors.storytel.com/en/extra-general-meeting-2022/, together with the advance vote no later than on Monday 7 February 2022.
Advance voting
In view of the recent developments of the spread of the coronavirus (Covid-19), the board of directors has, in accordance with the articles of association of the Company, resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting. A special form shall be used for advance voting. The form is available through https://investors.storytel.com/en/extra-general-meeting-2022/. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company’s disposal through poströsta.se no later than on Monday 7 February 2022. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
Proposed agenda
- Opening of the meeting
- Election of the chair of the general meeting
- Election of one or two persons to approve the minutes
- Preparation and approval of the voting register
- Approval of the agenda for the meeting
- Determination as to of whether the meeting has been duly convened
- Determination of number of directors and deputies
- Election of and remuneration to new director
- Closing of the meeting
Proposals for resolutions:
The nomination committee for the February 2022 extra general meeting comprised of Lars Bergkvist (chair), appointed by Roxette Photo, Fredrik Åtting, appointed by EQT, and Jonas Tellander, appointed by Jonas Tellander and Annamaria Tellander and the chair of the board Stefan Blom. The nomination committee’s proposals are stated below.
Item 2: Election of the chair of the general meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 3: Election of one person to approve the minutes
The board of directors proposes that Sofie Sternberg, LL.M, at Baker & McKenzie Advokatbyrå or, in her absence, the person or persons instead appointed by her, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 4: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the general meeting’s share register received by Euroclear Sweden AB, shareholders present who have notified the Company of their attendance and the advance votes received, and as verified by the person elected to approve the minutes.
Item 7: Determination of number of directors and deputies
The nomination committee proposes that the board of directors shall continue to consist of eight directors and no deputies.
Item 8: Election of and remuneration to new director
The nomination committee proposes that Hans-Holger Albrecht is elected as new director and chair of the board of directors. It is proposed that the remuneration to the newly elected director and chair shall be SEK 750,000 on an annual basis, prorated for the part of the year for which he is appointed. Stefan Blom resigns as director and chair of the board of directors in connection with the general meeting. Richard Stern, Joakim Rubin, Helen Fasth Gillstedt, Malin Holmberg, Rustan Panday, Jonas Sjögren and Jonas Tellander remain as directors.
More information about the proposed new director and chair of the board of directors
Name: Hans-Holger Albrecht
Ongoing assignments: Chair of the board of Scout24 Group, board member of Deezer, non-executive director of VEON and Ice Group ASA as well as senior adviser to EQT Group.
Date of birth: 1963
Number of shares owned: 0
Hans-Holger Albrecht can be regarded as independent in relation of the Company and management as well as of the Company’s major shareholders.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 68,281,911 shares and 68,287,626 votes divided on 635 A shares carrying 6,350 votes and 68,281,276 B shares carrying 68,281,276 votes. The Company holds no shares of its own.
Further information
Copies of the proxy form, complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Tryckerigatan 4 in Stockholm and at the Company's website www.investors.storytel.com, at least two weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address. The nomination committee's complete proposal including the nomination committee's motivated opinion is available on the Company's web site www.investors.storytel.com as from today and will be sent to shareholders who request this report and provide their e-mail or postal address.
The shareholders are hereby notified regarding their right to, at the extra general meeting, request information from the board of directors and managing director in accordance with Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
In order to carry out the general meeting, the Company and its affiliate companies will before, in connection with and in the subsequent work of the general meeting, process your personal data. The personal data collected may be information from the share register, notice of participation at the general meeting and information on representatives and advisors who will be used for registration, preparation of the voting register for the general meeting and, if applicable, minutes of the meeting. The personal data will only be used for the extraordinary general meeting 2022. We process your personal data because it is:
● necessary in order to meet legal obligations; or
● it is in our legitimate interest, for example to maintain adequate security and order during the meeting, and that interest is not subordinate to your interest against the processing of your personal data.
Personal data may be shared with third-party suppliers such as Baker & McKenzie Law Firm for the provision of services in connection with the general meeting. For more information about how the Company and its affiliate companies treat personal data, please read the privacy policy on the Company's website: https://investors.storytel.com/en/privacy-policy-for-storytel/
If you in the notice of participation or otherwise include personal data regarding representative or advisor you are responsible for informing the representative or advisor that their personal data will be processed by the Company.
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Stockholm in January 2022
Storytel (publ)
The Board of Directors
FNCA Sweden AB is the company’s certified adviser. FNCA can be reached at info@fnca.se or +46 8 528 00 399.
For further information, please contact
Andreas Lindblom, Head of FP&A and Investor Relations
Tel: +46 72 506 14 22
Email: andreas.lindblom@storytel.com
Emma Boëthius, PR Manager
Tel: +46 70 223 56 73
Email: emma.boethius@storytel.com
About Storytel
Storytel is one of the world’s largest subscribed audiobook and e-book streaming services and offers listening and reading of more than 700,000 titles on a global scale. Our vision is to make the world a more empathetic and creative place with great stories to be shared and enjoyed by anyone, anywhere and anytime. Storytel’s streaming business is conducted under the brands Storytel and Mofibo. Storytel’s publishing business area is carried out through the audiobook publisher StorySide and acclaimed Nordic publishing houses such as Norstedts, Lind & Co, People’s and Gummerus. Storytel operates in over 25 markets around the globe and is headquartered in Stockholm, Sweden.