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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Informationsteknik |
| Industri | Programvara |
The Board of Directors of Seamless Distribution Systems AB, org. no. 556979-4562, hereby convenes the Extraordinary General Meeting to be held on October 31, 2025 at 10:00 a.m. at CoW Hagastaden, Sveavägen 151, SE-113 43 Stockholm, Sweden.
Registration/right to attend the meeting
Shareholders who wish to participate in the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden AB on 27 October 2025 and must give notice of their intention to participate in the Annual General Meeting no later than 23 October 2025 in accordance with one of the following alternatives: by letter to Seamless Distribution Systems AB, that. Annual General Meeting, C/O CoW Arenastaden, Pyramidvägen 7, SE-169 56 Solna, Sweden, or by e-mail to bolagsstamma@seamless.se. When giving notice of participation, the name and personal identity number or corporate identity number, address, telephone number and registered holding, as well as, where applicable, information on the number of assistants (maximum 2).
A person whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have the shares registered in their own name through the nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date of 27 October 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee makes such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than 23 October 2025 will be taken into account in the preparation of the share register.
Authorisation documents
If the shareholder allows himself or herself to be represented by a proxy at the meeting, a power of attorney must be attached to the notification. If the shareholder is a legal entity, a certificate of registration or other document of authority must be attached. A proxy form for shareholders who wish to be represented by proxy will be available on the company's website, https://investor.seamless.se/bolagsstaemma/.
Draft agenda
- Opening of the meeting and election of chairman
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been convened in due course
- Approval of the agenda
- Resolution on amendment of terms and conditions regarding warrants of series TO24
- Resolution on authorization for the Board of Directors to issue shares
- Closing of the meeting
Proposal for resolution at the Extraordinary General Meeting of Seamless Distribution Systems AB (publ)
§ 1 Opening of the meeting and election of the chairman of the meeting
The Board of Directors proposes Jens Ålander as Chairman of the Meeting, or if he is unable to attend, another person appointed by the Board of Directors.
§ 6 Resolution on amendment of terms and conditions regarding warrants of series TO24
The Board of Directors of the Company proposes that the Extraordinary General Meeting resolves to amend the terms and conditions of the 357,147 warrants within the framework of the warrant program "TO24", which were approved and resolved at the Extraordinary General Meeting on September 27, 2024. The terms and conditions for the warrants shall continue to be the same as those that apply to TO24, with the exception of adjustment of the term and exercise period, which are proposed to be changed as set out below.
- The term of the warrant program and the exercise period shall run until 31 December 2027 instead of 31 December 2025.
Pursuant to the resolution of the Annual General Meeting on 27 September 2024, the Board of Directors has been authorized to extend both the subscription period and the time for payment. The 357,147 warrants that were allotted to key employees shortly after the Extraordinary General Meeting on September 27, 2024 will thus continue to run on unchanged terms, with the exception of the adjusted term. These warrants will continue to be referred to as Warrant Program TO24.
A valid resolution under this item requires that shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting support the resolution.
§ 7 Resolution on authorization for the Board of Directors to issue shares
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors of the Company to, on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve to increase the Company's share capital through a new issue of shares. The number of shares that may be issued and the number of shares that may be converted/subscribed for shall in total amount to a maximum number of shares, which entails an increase in the share capital of not more than twenty (20) percent based on the total share capital in the company at the time of the Extraordinary General Meeting.
An issue may be made with or without a provision for contribution in kind, set-off or otherwise with conditions in accordance with Chapter 2. Section 5, second paragraph, 1-3 and 5 of the Companies Act. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights are to enable issues to be made in order to meet the Company's capital needs and to be able to broaden the circle of shareholders in the Company. The issue shall be made on market terms less the discount that may be required to achieve interest in subscription. The authorization is valid until the next Annual General Meeting of the Company.
The resolution is valid if supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes
The total number of shares in the company as of the date of this notice amounts to 21,467,695 shares with the corresponding number of votes. The company does not hold any own shares.
Documents for the meeting
The Annual Report for the financial year 2024 and documents for the Annual General Meeting, including proxy forms, are available at the company's address as set out above and on the company's website, https://investor.seamless.se/bolagsstaemma/. Copies of the documents will be sent to shareholders who so request and state their postal address.
Information at the meeting
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors considers that it can be done without material harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or subsidiaries' financial situation, and the company's relationship with other group companies.
Processing of personal data
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Stockholm, October 2025
Seamless Distribution Systems AB (publ)
Board
For more information, please contact:
Jens Ålander
CFO
+46 73 095 89 62
About SDS
SDS is a Swedish international software company specializing in mobile payment services for mobile operators, distributors, retailers and consumers. SDS ensures that telecom operators can sell talk time, data and ancillary services where SDS products and services handle up to 90% of the telecom operator's sales. Today, SDS has implemented solutions in fintech, advanced analytics and Retail Value Management, and where these products have succeeded, they are transformed into so-called SaaS solutions.
SDS has approximately 200 employees in Sweden, France, South Africa, Algeria, Ghana, Nigeria, the United Arab Emirates, Pakistan and India. SDS handles more than 15 billion transactions worth over $14 billion annually. Through over 3 million monthly active retailers of digital products, more than 1100 million consumers are indirectly served globally.
SDS's share is listed on Nordic SME on the Nordic Growth Market.