Talkpool AG invites its shareholders to attend the Annual General Meeting
Invitation to the Annual General Meeting of Talkpool AG on the 15th of May 2020
Talkpool AG invites its shareholders to remotely attend the Annual General Meeting via video on Friday the 15th of May 2020 at 10:00 in Talkpool’s offices at Gäuggelistrasse 7, 7000 Chur, Switzerland. Shareholders should beforehand instruct the independent representative about voting preferences.
This is a summary. The full invitation and registration document will be available from Friday the 24th of April on the Talkpool website http://talkpool.com/investor/press-releases/
Agenda
1. Approval of the Minutes of the 17th Annual General Meeting on 24 May 2019
2. Auditor’s report
3. Acceptance of the Financial Statement, the Annual Accounts for 2019 and the Remuneration Report for 2019
4. Appropriation of available earnings
Annual loss CHF 3‘141‘856
+ accumulated previous loss CHF 2‘341‘310
Reserve CHF 0
Loss carryforward CHF 5‘483‘166
5. Suggested changes to Articles of Association
New Article 3a: authorized share capital valid for two years
The Board of Directors is authorized to issuing a maximum of 2,465,392 fully paid-up registered shares. A maximum of 1,500,000 fully paid-up new registered shares are issued at a maximum issue price of SEK 15 (Swedish krona) per share and will be paid by offsetting the loans granted to the company (convertible option) in accordance with lender agreements.
New Article 3b: conditional capital
The company's share capital is increased by excluding the shareholders' subscription rights by issuing a maximum of 2,465,392 fully paid-up registered shares by exercising conversion and / or option rights that have been or will be granted in connection with convertible bonds, warrant bonds, notes or other financial instruments, including convertible loans or option issues. The Board of Directors is authorized to limit or revoke shareholders' pre-emptive subscription rights.
6. Discharge of the members of the Board of Directors and the Executive Committee
7. Elections:
i. Individual election of the members of the Board of Directors
existing: Stan Schreuder and Magnus Sparrholm
New: Jaap Groot, Dennis Rubner, Oliver Guggenheim
ii. Election of the Chairman of the Board
existing: Magnus Sparrholm
iii. Individual election of the members of the Remuneration Committee
existing: Stan Schreuder
new: Magnus Sparrholm
iv. Election of the Auditing Body for the 2020 financial year
new: Grand Thornton
v. Election of the Independent Proxy Representative
same as last year: Mr Gabrieli, Hinterm Bach, Chur
8. Approve the total amount of future compensation for the Board of Directors
Proposal by the Board of Directors: Approval of the total amount of remuneration for the Board of Directors of up to CHF 60,000 until the 2021 Annual General Meeting.
9. Approve the total amount of future executive compensation
Proposal by the Board of Directors: Approval of the total amount of remuneration for the management of a maximum of CHF 500,000 until the 2021 Annual General Meeting.
10. Approval of the total amount of the variable remuneration of the management for the financial year 2019. Proposal by the Board of Directors: Approval of the total amount of variable remuneration for the management of a maximum of CHF 79,000 for the 2019 financial year.
Voting and participation at the AGM during Covid-19 quarantine
Registered shareholders with voting rights who are registered in the Share Register on April 25 are entitled to attend the 18th AGM. Participating shareholders must confirm their participation no later than May 11, 2020. Note that shareholders only can participate via video link. Votes are given through the independent representative. The registration can be found at www.talkpool.com under "INVESTOR".
Chur, April 24, 2020, The Board of Directors
For more information, please contact:
Erik Strömstedt, CEO Talkpool
Tel: +41 81 250 2020
erik.stromstedt@talkpool.com
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. Talkpool offers end-to-end IoT solutions for smart buildings and cities with focus on environmental control, energy saving and damage prevention For more information, visit 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 09.00 CET on April 24, 2020.