Bifogade filer
Prenumeration
The shareholders of Voi Technology AB, reg. no 559160-2999, are hereby invited to the annual general meeting.
Time: 26 June 2025 at 11:00 am
Place: Voi Technology AB, Sveavägen 56E, 111 34 Stockholm
Please notify the company at the e-mail address investor@voiapp.io at the latest on 19 June 2025 if you intend to attend the annual general meeting. The notification shall include name, personal or corporate identity number and shareholding. A legal entity shall specify who will represent the company.
The following applies for the right to participate at the annual general meeting:
- Shareholders who wish to attend the annual general meeting must be registered in the company’s share register on the day of the annual general meeting.
- Representatives shall present a power of attorney at the annual general meeting and, for legal entities, a registration certificate (or an equivalent document) stating the authorised signatory. The power of attorney shall be written, dated and signed, and shall be dated no later than twelve months prior to the meeting. The original power of attorney shall be brought to the annual general meeting. A template proxy form is available on the company’s website at www.voi.com.
The board of directors’ complete proposals for resolutions and other documents required by the Companies Act (2005:551) are available at the company's office and on the company’s website at www.voi.com no later than three weeks prior to the annual general meeting and can be sent free of charge to shareholders who so request provided that the shareholder provides a postal or email address.
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, at the annual general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda as well as circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group and the consolidated financial statements.
Proposed agenda:
- Opening of the annual general meeting
- Election of chairman and keeper of the minutes for the annual general meeting
- Establishment and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the annual general meeting was duly convened
- Presentation of the annual report and auditor’s report as well as the consolidated annual report and the consolidated auditor’s report
- Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
- Appropriation of profit
- Discharge from liability for members of the board of directors and the managing director
- Determination of the number of board members and deputy board members
- Fees for the board of directors and the auditor
- Election of the board of directors
- Election of auditor
- Authorisation for the board of directors to issue warrants to Kreos Capital VI (Expert Fund) LP and Kreos Capital 2020 Opportunity LP
- Close of the annual general meeting
Proposed resolutions
Appropriation of profit, item 9
The board of directors proposes that the annual general meeting resolves to allocate the profit for the year in accordance with the board of directors’ proposal in the annual report, entailing the profit for the year to be carried forward.
Number of board members and deputy board members, item 11
Fredrik Hjälm, VNV (Cyprus) Limited, Balderton Capital VI, S.L.P., and RPIII Mobility LP propose that the board of directors, for the period until the end of the next annual general meeting, shall comprise seven board members without deputy board members.
Fees, item 12
The board of directors proposes that the annual general meeting resolves that fees shall be payable to Keith Richman in the form of 1,750,000 employee stock options.
It was noted that the board of directors has previously issued 1,640,469 employee stock options to Douglas Stark as a part of his salary compensation for his employment in the company and that these options are currently subject to a vesting period. Douglas will shortly terminate his employment with the company. The board of directors proposes that the employee stock options shall continue to vest for as long as Douglas is a board director of Voi Technology AB, and the board of directors proposes that the annual general meeting resolves that fees shall be payable to Douglas Stark with 649,353 employee stock options.
It is noted that the employee stock options resolved by the annual general meeting in 2023 to Diego Piacentini are currently subject to a vesting period, and that these constitute board fees.
No other fees should be payable to the board members.
The board of directors further proposes that the annual general meeting resolves that a fee shall be payable to the company’s auditor on an hourly basis according to customary standards for charges.
Election of the board of directors, item 13
Fredrik Hjälm, VNV (Cyprus) Limited, Balderton Capital VI, S.L.P., and RPIII Mobility LP propose that the annual general meeting resolves to re-elect all current board members for the period until the end of the next annual general meeting. The board of directors shall thus comprise the following directors:
- Fredrik Hjälm,
- Douglas Stark,
- Per Brilioth,
- Lars Fjeldsoe-Nielsen,
- Keith Richman,
- Jason Schretter, and
- Diego Piacentini.
Election of auditor, item 14
The board of directors proposes that the company shall have a registered accounting firm as its auditor and that Öhrlings PricewaterhouseCoopers AB shall be re-elected as auditor for the period until the end of the next annual general meeting.
Authorisation to issue warrants, item 15
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to issue warrants to Kreos Capital VI (Expert Fund) LP and Kreos Capital 2020 Opportunity LP, as set forth in appendix 1.
***
The board of directors
Voi Technology AB
Stockholm, 28 May 2025
Appendix 1
The board of director’s proposed resolution
Authorisation
The board of directors proposes that the annual general meeting resolves to authorise the board of directors, on one or several occasions, for the period up to the next annual general meeting, within the company’s articles of association, with deviation from the pre-emption rights for the shareholders, to adopt a resolution to issue warrants to Kreos Capital VI (Expert Fund) LP and Kreos Capital 2020 Opportunity LP. Such new issue resolution may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim.
The board of directors or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.