Bifogade filer
Notice of Extraordinary General Meeting in Arcario AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
The shareholders of Arcario AB, Reg. No. 556668-3933 (”Arcario” or the ”company”), are hereby summoned to an Extraordinary General Meeting to be held on Friday, 30 August 2024, 09:30 CEST, at Törngren Magnell & Partners Advokatfirma’s premises, Jakobs Torg 3, SE-111 52 Stockholm, Sweden.
Right to attend
In order to attend the general meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 22 August 2024. Further, shareholders who wish to participate in the general meeting must give notice of participation to the company no later than 26 August 2024 or cast a postal vote in accordance with the instructions under the heading “Instructions for postal voting” no later than 26 August 2024. Notice of participation can be made:
- by mail: Arcario AB, Box 12 172, SE-102 25 Stockholm, Sweden, or
- by e-mail: ir@arcario.com.
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the general meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
In order to be entitled to attend the general meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 22 August 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 22 August 2024 are taken into account in the presentation of the share register.
Proxy and proxy form
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the general meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 26 August 2024.
Proxy form is available from the company and on the company’s website, www.arcario.com, and is upon request sent to shareholders who provide their postal address.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the company’s website, www.arcario.com. The postal vote must be received by the company no later than 26 August 2024. The postal voting form shall be sent by mail or e-mail to the addresses set forth above. Submission of the postal voting form is valid as notice of participation at the general meeting.
If a shareholder who has submitted a postal voting form attends the general meeting in person or by proxy, the postal vote lapses.
Proposed agenda
- Opening of the general meeting.
- Election of Chairman of the general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes in addition to the Chairman.
- Determination as to whether the general meeting has been duly convened.
- Determination of the number of members of the Board of Directors.
- Determination of fees to the members of the Board of Directors.
- Election of members of the Board of Directors.
- Closing of the general meeting.
Proposed resolutions
Item 2 – Election of Chairman of the general meeting
The Nomination Committee proposes that Johan Wigh, member of the Swedish Bar Association, or the person appointed by the Board of Directors in the event of his impediment, be elected Chairman of the general meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by the Chairman of the general meeting, based on the general meeting share register, shareholders having given notice of participation and being present at the meeting venue together with postal votes received.
Item 7 – Determination of the number of members of the Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors for the period until the end of the next Annual General Meeting shall be four (4) members, without deputies.
Item 8 – Determination of fees to the members of the Board of Directors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be SEK 250,000 to the Chairman of the Board and SEK 175,000 to each of the other Board members elected by the general meeting who are not employed by the company.
Resigning Board members will be paid 1/12 of the Board fee determined at the Annual General Meeting 2024 for each calendar month or part thereof of the assignment period between the Annual General Meeting held on 28 June 2024 and the general meeting.
New Board members will be paid 1/12 of the Board fee determined at general meeting for each calendar month or part thereof of the assignment period between the general meeting and the next Annual General Meeting.
Item 9 – Election of members of the Board of Directors
The Nomination Committee proposes re-election of the Board member Kristian Lundkvist as well as new election of Fredrik Burvall, Magnus Jones and Yngve Aslaksen Gram as Board members for the period until the end of the next Annual General Meeting. The Nomination Committee proposes new election of Fredrik Burvall as Chairman of the Board.
If the general meeting resolves in accordance with the proposal, the Board of Directors will, for the period until the end of the next Annual General Meeting, consist of the Board members Fredrik Burvall (Chairman), Kristian Lundkvist, Magnus Jones and Yngve Aslaksen Gram. If the general meeting resolves in accordance with the proposal, the Board members Michael Jackson and Sïmon Saneback will resign as Board members.
Information on the proposed new Board members follows below. Information on all proposed members is available at the company’s website, www.arcario.com.
Fredrik Burvall
Born: 1972
Education/background: Fredrik Burvall holds an MBA in Economics from Stockholm University and a BA in Economics from Örebro University.
Current assignments: Chairman of the Board of Directors of Beyond Frames Entertainment AB (publ) and Cherry With Friends AB. Board member of Gambling.com Group plc, Movs Technology Group AB and Znipe Esport AB. Chief Executive Officer and Board member of The Networked Nation - tNN AB.
Previous assignments: Chairman of the Board of Directors of M.O.B.A. Network AB and Speqta AB (publ). Board member of Aspire Global and Enteractive Holding.
Holding of shares and other financial instruments in the company: 0
Fredrik Burvall is independent in relation to the company and its senior management and independent in relation to major shareholders.
Magnus Jones
Born: 1980
Education/background: Magnus Jones has a background from IT, economics and law. He is a highly experienced advisor within all areas of Blockchain, Crypto and Web3 since 2015 when he started the Norwegian Blockchain department of EY. Magnus Jones worked as the Nordic Blockchain & Innovation Lead at EY for nine years. He is now building a new company within crypto, advisory and compliance, and is assisting everything from governments to start-ups, to some of the world’s largest entities on their Web3 journeys. Magnus Jones is an international speaker on emerging tech areas and a lecturer at several universities
Current assignments: Board member European Web3 Organization, Nordic Blockchain Association and Oslo Blockchain Cluster. Member of INTERPOL Expert Group on Metaverse. Advisor to the United Nations Counter-Terrorism Group on Crypto.
Previous assignments: -
Holding of shares and other financial instruments in the company: 0
Magnus Jones is independent in relation to the company and its senior management and independent in relation to major shareholders.
Yngve Aslaksen Gram
Born: 1990.
Education/background: Yngve Aslaksen Gram is currently serving as CFO for Belships ASA, a Norwegian shipping company listed on the Oslo Stock Exchange, and was prior to that auditor in EY for Shipping and Offshore clients. Yngve Aslaksen Gram is a Certified Public Accountant from BI Norwegian School of Management and also holds a Master’s degree in finance from the University of Agder.
Current assignments: -
Previous assignments: -
Holding of shares and other financial instruments in the company: 0
Yngve Aslaksen Gram is independent in relation to the company and its senior management and independent in relation to major shareholders.
Other information
Nomination Committee
Prior to the general meeting, the company’s Nomination Committee has consisted of Kristian Lundkvist (Chairman), representing Middelborg Invest AS, Ketil Skorstad, representing Tigerstaden Invest AS and Morten Klein, representing Klein Invest AS.
Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 12,206,639,239. The company holds no treasury shares.
Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the general meeting about circumstances that may affect the evaluation of an item on the agenda.
Available documents
The complete proposals are set out under each item in this notice. The notice and the postal voting form are available from the company. Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be available on the company’s website, www.arcario.com.
Information on all proposed members of the Board of Directors is available on the company’s website, www.arcario.com.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Stockholm in August 2024
Arcario AB
The Board of Directors
For further information contact:
Torbjørn Bull Jenssen, CEO, Arcario AB
E-mail: ir@arcario.com
Web: arcario.com/ir
About Arcario
Arcario is an industrial investment company within the digital asset space, committed to shaping the future of finance as we know it. The company boasts a diversified portfolio that includes K33, a research-led digital assets brokerage, Green Data, an eco-friendly Bitcoin mining operation, and minority stakes in LN Markets, a Bitcoin exchange leveraging the Lightning Network and Finpeers, a startup democratising access to private financial markets through tokenization. The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser.