Minutes of the 16th ordinary Annual General Meeting of Talkpool AG

              Attending meeting 

              Absent 

The Chairman notes the following facts: 
a) The ordinary Shareholder’s Meeting has been called in accordance with Art. 8.2 of the articles as follows: 
- With publication in the Swiss Official Gazette of Commerce (SOGC) on the 4th of May 2018  
Furthermore, a press release with publication on the company’s website has been made; whereas notification in writing or by E-mail has been waived. 

b) Three (3) shareholders are present. They represent 1'893'594 Shares that have a nominal value of CHF 0.05. The representation is as follows:
- 2 Shareholders represent 1'772’545 own shares
- 1 Shareholder represents 121’049 shares based on an authorization by another shareholder

No shareholder has used the possibility of participating through a representative:
- 0 agents represent 0 shares
-The corporate body, Erik Magnus Sparrholm, Chairman of the Board of TalkPool AG, represents 0 shares
- The independent proxy representative, MLaw Josef Gabrieli, represents 0 Shares
- A deposit representative isn’t present
In total 1'893'594 votes, corresponding to CHF 94'679.20 nominal value, are represented.

c)  the ordinary shareholders’ meeting is fully functional and capable of passing all resolutions.

There are no objections to the above statements. 

1. Reviewing the minutes of the ordinary shareholder’s meeting of 21st June 2017
The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting.
The minutes were approved unanimously.

2. Report of the Auditor
The Auditor Martin Bettinaglio (PWC) thanks for the mandate the detailed Audit report is part of the annual report 2017.
 

3. Approval of the Annual Accounts 2017 and the consolidated Annual Accounts 2017 as well as the Remuneration report 2017  
3.1. The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes. 0 shares abstain from voting.
The annual accounts were approved unanimously.
 

3.2. The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting.
The remuneration report was approved unanimously. 
 

4. Appropriation of available earnings
The Board’s proposal is accepted in an open vote with 1'893'594 to 0.
0 shares abstain from voting.
 Appropriation of available earnings were approved unanimously.

5. Discharge of the members of the Board of Directors and the Executive Committee
Discharged with the available votes whereas shareholder who are Member of the Board or the Executive Committee abstained. 

6. Elections
6.1. Individual elections of the members of the Board of Directors
Erik Magnus Sparrholm, citizen of Sweden, in Chur was re-elected unanimously
Wolfgang Essig, from Nesslau, in Lottstetten (D) was re-elected unanimously
Stefan Lindgren, citizen of Sweden, in Vallda (SE) was re-elected unanimously
Constantinus Schreuder, citizen of the Netherlands, in Ulvenhout (NL) was re-elected unanimously

6.2. Election of the Chairman of the Board of Directors
Erik Magnus Sparrholm was unanimously re-elected as Chairman of the Board

6.3. Individual election of the members of the remuneration committee
Wolfgang Essig, from Nesslau in Lottstetten (D) was re-elected unanimously
Constantinus Schreuder, citizen of the Netherlands was elected unanimously

6.4. Election of the Auditing Body for the 2018 financial year
Pricewaterhouse Coopers AG, 7000 Chur, was re-elected unanimously for the 2018 financial year

6.5. Election of the Independent Proxy Representative
The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting.  

7. Approval of the total amount of the future remunerations of the Board of Directors 
The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting.

8. Approval of the total amount of the future remunerations of the Executive Management 
The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting.

9. Approval of the total sum of the variable remuneration of the Executive Management for the financial year 2017
The Board’s proposal is accepted in an open vote with 1'893'594 to 0 votes.
0 shares abstain from voting. 

10.  Miscellaneous: 
no miscellaneous topic was brought forward

The Shareholder’s meeting ends at 10.30h
The shareholders meeting was held in English language but the minutes of meeting have been provided to the Chamber of Commerce in German language in line with Swiss law. These minutes in English give a good overview of the meeting, but the German original is slightly more comprehensive regarding formal details.

Chur, Switzerland on the 28th of May 2018

 
 
For more information, please contact:

Erik Strömstedt, CEO Talkpool
Tel: +41 81 250 2020
erik.stromstedt@talkpool.com 

About Talkpool
Talkpool provides IoT solutions and telecommunication network services globally. Through its cutting-edge technical expertise, long experience and agile business model, Talkpool offers global telecom vendors and operators high-quality services on short notice no matter the location. Moreover, Talkpool is one of few companies with actual solutions and contracts in place in the exciting IoT-market. Remium Nordic Holding AB is Talkpool’s Certified Advisor. www.talkpool.com

This information is inside information that Talkpool AG (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 13.00 CET on June 7, 2018.

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