Bifogade filer
NOTICE OF ANNUAL GENERAL MEETING IN OODASH GROUP AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
The shareholders of oodash Group AB (publ), reg. no. 556737-5489 (the "Company"), are hereby invited to the annual general meeting on 30 June 2025 at 10.00 a.m. at Nybrogatan 34 in Stockholm, Sweden. Registration will commence at 09.45 a.m.
N.B. THIS ENGLISH TEXT IS AN UNOFFICIAL TRANSLATION OF THE SWEDISH ORIGINAL OF THE NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN OODASH GROUP AB (PUBL), AND IN CASE OF ANY DISCREPANCIES BETWEEN THE SWEDISH AND THE ENGLISH TRANSLATION, THE SWEDISH TEXT SHALL PREVAIL.
Eligibility and registration
Shareholders wishing to attend the annual general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 19 June 2025, and
- notify the Company of their intention to attend the annual general meeting no later than 24 June 2025 by e-mail to mans@ooda.ai or by letter to oodash Group AB, c/o Klara Consulting, Stora gatan 38, 722 12 Västerås, Sweden. The notification should include full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about a representative or assistant (maximum two). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorization documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the annual general meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 24 June 2025 will be taken into account in the preparation of the share register.
PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. A copy of the power of attorney and any registration certificate should be submitted to the Company well in advance before the meeting. Furthermore, the original power of attorney must be presented at the meeting. The proxy form is available on the Company's website (www.ooda.ai) no later than three weeks before the meeting.
proposed AGENDA
- Opening of the meeting
- Election of the chairman of the general meeting
- Establishment and approval of the voting list
- Election of one or two persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements
- Decision on:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company's profit or loss according to the adopted balance sheet
- discharge from liability of the members of the board of directors and the CEO
- Election of the board of directors, chairman of the board and auditor
- Resolution on remuneration of the board of directors and auditor
- Proposal for resolution to amend the articles of association regarding the Company's name
- Resolution on authorization for the board of directors to resolve on a new issue of shares and issue of warrants and convertibles
- Special authorization for the board of directors to make minor adjustments to the resolutions adopted by the meeting
- Closure of the meeting
PROPOSAL FOR A DECISION
Item 2 - Election of the Chairman of the Meeting
The board of directors proposes that Fredrik Dahlborn (Pro Rata AB) be appointed chairman of the meeting.
Item 8 b) - Resolution on the allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that all funds at the disposal of the annual general meeting be carried forward. The board of directors further proposes that no dividend be paid for the financial year 2024.
Item 9 - Election of the Board of Directors, Chairman of the Board and Auditor
The board of directors is proposed, for the period until the end of the next annual general meeting, to consist of four (4) members without deputies. It is proposed that the ordinary members Arli Mujkic, Björn Nilsson, Michaela Berglund and Johan Königslehner be re-elected as members. Björn Nilsson is proposed to be re-elected as chairman of the board for the period until the end of the next annual general meeting.
The board of directors proposes, for the period until the end of the next annual general meeting, the election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the Company's auditor. Öhrlings PricewaterhouseCoopers AB has announced that Johan Engstam will be the auditor in charge in the event that Öhrlings PricewaterhouseCoopers AB is elected.
Item 10 – Resolution on remuneration of the Board of Directors and Auditor
It is proposed that, for the period until the end of the next annual general meeting, remuneration to the board of directors shall be paid with SEK 150,000 to the chairman of the board and with SEK 100,000 to each of the other board members who are not employed by the Company. The total remuneration shall amount to SEK 350,000.
Furthermore, the board of directors proposes that the annual general meeting resolves that fees to the Company's auditor shall be paid in accordance with current invoices approved by the board of directors.
Item 11 – Proposal for resolution to amend the Articles of Association regarding the Company's name
The board of directors proposes that the annual general meeting resolves to amend the Company's articles of association as follows. The amendment means that the Company's name will be changed from oodash Group AB (publ) to OODA AI AB (publ).
| Current wording | Proposed wording |
| 1 § Company name The company's name is oodash Group AB (publ). | 1 § Company name The company's name is OODA AI AB (publ). |
The CEO, or someone the board appoints, is authorized to make minor changes that might be needed for the registration of the resolution with the Swedish Companies Registration Office.
For the resolution to be valid, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 12 - Resolution on authorization for the Board to decide on share issues
It is proposed that the annual general meeting authorizes the board of directors to - on one or more occasions and no longer than until the next annual general meeting - resolve to increase the Company's share capital by issuing new shares and to issue warrants and convertibles to the extent permitted from time to time under the articles of association.
New issues of shares, as well as issues of warrants and convertibles, may be made with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. According to Chapter 16 of the Swedish Companies Act, the board of directors may not, on the basis of this authorization, decide on issues to members of the board of directors of the group, employees, etc.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is that new issues of shares, warrants and convertibles may be made in order to increase the Company's financial flexibility and/or the board's scope of action. Issues resolved on the basis of the authorization shall be made on market terms.
For a resolution under this item to be valid, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 13 - Special authorization for the Board of Directors
The board of directors proposes that the annual general meeting authorizes the board of directors, the CEO or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the meeting to the extent required for registration of the resolutions.
OTHER
Right to request information
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda or the Company's financial situation. The board of directors and the CEO shall disclose such information if the board of directors considers that it can be done without material harm to the Company.
Processing of personal data
The personal data collected from the share register maintained by Euroclear Sweden AB, notifications received, and information about proxies and assistants will be used for registration, preparation of the voting list for the general meeting and, where applicable, minutes of the meeting. For further information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf .
Documents
The Company's annual report, auditor's report and conditions and documents in accordance with the Swedish Companies Act will be available at the Company and on the Company's website, www.ooda.ai no later than three weeks prior to the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address.
Number of shares and votes
At the date of this notice, the total number of shares and votes in the Company amounts to 3,456,318. The Company holds no own shares.
_____________________________
Stockholm in May 2025
oodash Group AB (publ)
The Board of Directors
For further information, please contact:
Arli Charles Mujkic, CEO, oodash Group AB
Email: charlie@ooda.ai
Telephone: +49 176 626 999 64
Måns Pontén Söderlind, Deputy CEO, oodash Group AB
Email: mans@ooda.ai
Telephone: +46 70 766 47 71
About oodash Group AB
OODA AI is a group of companies with a focus on artificial intelligence (AI) and software-as-a-service (SaaS). The group of companies provides AI services in the form of decentralized and distributed AI computing, AI tools as well as AI consulting, training and implementation. The group of companies operates on a global market, the head offices are located in Stockholm (Sweden) and Munich (Germany). Listed on Nasdaq Stockholm First North, also traded on Börse Frankfurt, Börse Stuttgart and Börse München.
For more information, www.ooda.ai
The company's Certified Adviser is Eminova Fondkommission AB | 08-684 211 00 | info@eminova.se