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| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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The shareholders Rune Löderup and Jörgen Nordlund, representing more than one tenth of all shares in Goodbye Kansas Group AB (publ), reg.no 559019-7462 (the “Company”), have requested that an extraordinary general meeting to be held to address item 7 on the agenda. The shareholders are hereby summoned to the extraordinary general meeting on Tuesday, 25 November 2025, at 10:00 CEST at the Company’s office at Hammarbyterassen 3 in Stockholm.
REGISTRATION AND NOTIFICATION
Shareholder who wish to participate in the general meeting, shall,
Firstly, be entered as a shareholder in the share register maintained by Euroclear Sweden AB on Monday 17 November 2025; and
Secondly, notify the company on their intention to participate no later than Wednesday 19 November 2025, by letter to Goodbye Kansas Group AB (publ), att: Extraordinary general meeting, Hammarbyterrassen, 3, 120 30 Stockholm, Sweden, or by email to bolagsstamma@goodbyekansas.com, marking the notification ‘Extraordinary general meeting”.
Upon notification of participation, the following information has to be provided by the shareholder; the shareholders name/company name, civic reg. no./reg. no. address, phone number, and, when applicable, information about any representative and/or proxy. If the shareholder intends to bring one or two assistants to the meeting, their participation shall be notified, as stated above. Complete authorization documents such as registration certificate or equivalent should also be attached to the notification, where applicable, for example for a legal entity.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, temporarily register the shares in their own name, so that the shareholder is entered into the share register maintained by Euroclear Sweden AB as of the record date Monday 17 November 2025. Such registration may be temporary (so-called voting registration). Shareholders who wish to register shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee effects such voting registration. Voting registration requested by shareholders in such time that the registration has been completed by Wednesday 19 November 2025 will be taken into account in the preparation of the share register.
REPRESENTATIVES
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate or equivalent authority document for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent before the annual general meeting to the Company at the address above.
A proxy form will be held available on the Company's website, www.goodbyekansasgroup.com and will also, upon request from a shareholder, be provided.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Resolution on the proposed new share issue
8. Closing of the meeting.
PROPOSALS
Item 7 – Resolution on the proposed new share issue
The shareholders Rune Löderup and Jörgen Nordlund propose that the general meeting resolve to increase the Company’s share capital by up to 69,759.10 SEK, by issuing a maximum of 697,591 shares, with deviation from the shareholders’ preferential rights, on the terms set out below.
(1) Per-Anders Wärn shall have the right to subscribe for no more than 414,629 shares, Staffan Eklöw no more than 103,703 shares, Thomas Lindgren no more than 129,259 shares and Ulf Hammarmyr no more than 50,000 shares.
(2) Oversubscription is not possible.
(3) The subscription price is SEK 2.16 per share.
(4) The share premium per share shall be transferred to unrestricted share premium account.
(5) The new shares shall be subscribed for no later than 25 November 2025. The board of directors shall be entitled to extend the subscription period.
(6) Payment of the subscription price shall be made no later than 26 November 2025. The board of directors shall be entitled to extend the payment period. It is noted that the board of directors may accept payment by means of set-off pursuant Chap. 13 Section 41 of the Companies Act.
(7) The new shares carry right to dividend for the first time on the dividend record date which occurs immediately after the issue has been registered with the Swedish Companies Registration Office, provided that the new shares are registered and listed in the, by Euroclear Sweden AB, kept share register on the record date for such dividend.
The board of directors or any other person that the board of directors appoints shall be entitled to make those minor adjustments to the conditions set forth above which are necessary to register the share issue with the Swedish Companies Registration Office.
The reasons for deviation from the shareholders’ preferential rights are to support a bookbuilding-process. The basis for the subscription price is the market price based on an average listed price.
MAJORITY REQUIREMENTS
Resolution under item 7 above require, for its validity, that a minimum of nine tenth of the votes cast and the shares represented support the resolution.
DOCUMENTS
Required documentations according to the Swedish Companies Act, will be available, two (2) weeks prior to the shareholders meeting. The documents will also free of charge be sent to shareholders who so request and state their address. In respect of the other items, complete proposals are provided under the respective item in the notice.
INFORMATION AT THE GENERAL MEETING
The shareholders are reminded of their right to request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Stockholm in November 2025
Goodbye Kansas Group AB (publ)
The Board of Directors