NOTICE TO ATTEND ANNUAL GENERAL MEETING IN BUILDDATA GROUP AB
The shareholders of BuildData Group AB, reg.no 559136-0317 (the “Company”) are hereby summoned to the annual general meeting on Thursday, 11 November 2021 to be held by postal voting only.
In view of the current situation and considering the risk for spreading the coronavirus, the Board of Directors have decided, that the meeting shall be held without physical presence by shareholders exercising their right to vote by postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders wishing to attend the meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on 3 November 2021, and.
- notify their participation by casting their postal vote in accordance with the instructions below under “Information on postal voting” so that the postal voting form and, where applicable, proxies, registration certificates and other equivalent documents of authority are received by the Company by 10 November 2021 at the latest.
Shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the Company by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of 3 November 2021. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than 5 November 2021 in Euroclear Sweden AB will be considered in the preparation of the share register.
INFORMATION ON POSTAL VOTING
Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Forms for postal voting are available on the Company’s website www.builddata.se.
Completed and signed form is sent to BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden or by e-mail to email@example.com. The complete form shall be sent well in advance before the meeting and not later than 5 November 2021 to be considered valid as notice of attendance. The form can be sent by mail to BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Att: AGM 2021 or by e-mail to firstname.lastname@example.org. The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the vote (i.e the postal vote in its entirety) is invalid. More information can be found in the postal voting form.
If the shareholder exercises its right to vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. The proxy form will be available on the Company’s website www.builddata.se. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the postal voting form.
- Opening of the meeting and appointment of chairman of the meeting
- Preparation and approval of the register of voters
- Appointment of one or two persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual accounts and the auditor’s report on the annual accounts and the consolidated accounts and the auditor’s report on consolidated accounts
- Resolutions regarding:
- approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
- allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
- discharge of liability for the members of the Board of Directors and the Managing Director
- Determination of fees for the Board of Directors and auditors
- Election of Board of Directors and auditor
- Resolution regarding changes in the article of association
- Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles
- Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
- Closing of the meeting
Item 1 – Opening of the meeting and appointment of chairman of the meeting
The Board of Directors proposes that Johan Engström (Eversheds Sutherland) is appointed as the Chairman of the meeting.
Item 2 – Preparation and approval of the register of voters
The voting list proposed for approval is the voting list prepared by the Company, based on the Company’s share register obtained from Euroclear Sweden AB and received postal votes which have been verified and approved by the persons to approve the minutes.
Item 3 – Appointment of one or two persons to verify the minutes of the meeting
The Board of directors proposes that Kevin Holmkvist (Eversheds Sutherland) or, if unable to attend the meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
Punkt 7 b) – Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The Board of Directors proposes no dividend for the financial year that ended 30 June 2021.
Punkt 7 c) – Discharge of liability for the members of the Board of Directors and the Managing Director
Discharge from liability is decided by individual resolutions for each member of the Board of Directors active during the financial year that ended 30 June 2021 and the CEO respectively, in the following order:
- Director Stefan Charette
- Director Erik Gabrielson
- Director Mikael Näsström
- Director Per Åkerman
- CEO Gustave Geisendorf
Item 8 – Determination of fees for the Board of Directors and auditors
The Company’s nomination committee proposes that the remuneration to the Chairman shall be 186 000 SEK and that renumeration to other Directors shall be 93 000 SEK for the time until the next annual general meeting 2022. Remuneration to the Company’s auditors is proposed to be paid as per the approved invoice.
Item 9 – Election of Board of Directors and auditor
The Company’s Nomination Committee proposes the re-election of (i) Stefan Charette, (ii) Gareth Burton, (iii) Melanie Dawson, (iv) Erik Gabrielson, (v) Mikael Näsström and (vi) Per Åkerman as directors of the Company and (vii) the re-election of Stefan Charette as Chairman of the Board of Directors. The Nomination Committee further proposes that (viii) the registered accounting firm BDO Sweden is appointed as the Company’s auditor for the period until the end of the next annual general meeting. BDO Sweden AB has informed that the certified accountant Johan Pharmanson will remain the auditor-in-charge, should BDO Sweden AB be appointed as the Company’s auditor.
Item 10 – Resolution regarding changes in the article of association
The Board of Directors proposes that the Meeting decides to increase the limits in the articles of association on the amount of shares and share capital in accordance with below:
|Current wording||Proposed wording|
|§ 4 AKTIEKAPITAL / SHARE CAPITAL|
Aktiekapitalet ska utgöra lägst 5 600 000 kronor och högst 22 400 000 kronor. The share capital shall be not less than 5,600,000 and no more than SEK 22,400,000.
|§ 4 AKTIEKAPITAL / SHARE CAPITAL|
Aktiekapitalet ska utgöra lägst 12 500 000 kronor och högst 50 000 000 kronor.The share capital shall be not less than SEK 12,500,000 and SEK 50,000,000.
|§ 5 ANTAL AKTIER / NUMBER OF SHARES|
Antal aktier ska vara lägst 28 000 000 och högst 112 000 000.The number of shares shall be no fewer than 28,000,000 and no more than 112,000,000.
|§ 5 ANTAL AKTIER / NUMBER OF SHARES |
Antal aktier ska vara lägst 62 500 000 och högst 250 000 000.The number of shares shall be no fewer than 62,500,000 and no more than 250,000,000.
The resolution proposed under this item must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Meeting.
Item 11 – Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles
It is proposed that the Meeting authorizes the Board of Directors to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the Company’s share capital by new share issues and to issue warrants and convertibles, to the extent possible from time to time according to the Company’s article of association.
New share issues, as well as issues of warrants and convertibles, may be made with or without deviation from shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions in accordance with Chapter 2 Section 5 of the Swedish Companies Act. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not by virtue of this authorization resolve on resolve on issues to directors and/or employees in the Company or its subsidiaries.
The purpose of the authorization is to increase the financial flexibility of the Company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason shall be to enable the external raising of capital (through new owners of strategic importance for the Company or otherwise) for the financing of the Company’s business, commercialization and development of the Company’s products and intellectual property rights and/or acquisitions of other companies or businesses.
A resolution in accordance with this item is valid only if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Item 12 – Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
The Board of Directors proposes that the annual general meeting authorizes the Board of Directors, the CEO or a person otherwise designated by the Board, to undertake such minor adjustments and clarifications of the decisions made at the annual general meeting to the extent required for registration of the resolutions.
Number of shares and votes
At the date of this notice, the total amount of shares and votes in the Company amounts to 62 757 284. The Company does not own any own shares.
Shareholders right to request information
Shareholders have the right to request information from the Board of Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act regarding conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company.
Requests for such information shall be submitted in writing to the Company no later than ten days before the meeting, i.e. no later than 1 November 2021, to the Company’s address BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden (please mark the post with “AGM 2021”) or by e-mail to email@example.com. The information is provided by the Company by keeping it available at the Company at the above address and at the Company’s website www.builddata.se under “AGM 2021” no later than 6 November 2021. The information is also sent to shareholders who have requested it and who have provided their address.
Documents in accordance with the Swedish Companies Act will be available at the Company’s office, address set out above, and on the Company’s website www.builddata.se no later than three weeks before the meeting. The documents are also sent to shareholders who have requested it and who have provided their address.
For information on how personal data is processed in relation to the meeting, see the Privacy Notice on Euroclear Sweden AB’s website at: https://www.euroclear.com/sweden/en/regelverk-Euroclear-Sweden/GDPR.html.
Stockholm in October 2021
BuildData Group AB
The Board of Directors