Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Informationsteknik |
Industri | Programvara |
The shareholders of 24SevenOffice Group AB, reg. no. 559120-8870 (the "Company"), are hereby invited to the annual general meeting on Thursday 10 April 2025 at 15:00 CET at Baker McKenzie Advokatbyrå on Vasagatan 7 in Stockholm.
Right to attend and notification
Participation by presence at the meeting venue
Shareholders who wish to attend the annual general meeting by presence at the meeting venue, in person or through a proxy, must:
- on the record date, which is on Wednesday 2 April 2025, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than on Friday 4 April 2025. The notification shall be in writing to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Participation through advance voting
Shareholders who wish to attend the annual general meeting by advance voting (so-called postal voting), in person or through a proxy, must:
- on the record date, which is on Wednesday 2 April 2025, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on Friday 4 April 2025.
A special form shall be used for advance voting. The form is available on the Company's website, www.done.ai/investor-relations. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed and signed form shall be sent to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions are included in the form for advance voting.
Please note that anyone who wants to attend the meeting, physically or by proxy, must report this in accordance with the instructions under the heading "Participation by presence at the meeting venue" above. This means that a registration only by advance vote is not sufficient for those who want to physically attend the annual general meeting.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Wednesday 2 April 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 4 April 2025 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Friday 4 April 2025. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website, www.done.ai/investor-relations, and will also be sent to shareholders who so request and inform the Company of their postal address.
Participation via video conference
Shareholders may attend the general meeting, in person or by proxy, remotely via video conference. Those who wish to attend remotely and wish utilize their voting rights cannot do so via video conference and must instead participate at the meeting venue via proxy or vote in advance to utilize their voting rights. Further instructions regarding electronic participation will be sent no later than on Wednesday 9 April 2025 to the shareholders who have registered their participation no later than on Friday 4 April 2025.
For those participating online via video conference, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to vote, speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are attending the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to attend the meeting.
Draft agenda
- Opening of the meeting and election of chair of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Examination of whether the general meeting has been properly convened
- Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
- Resolutions regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet;
- the profit or loss of the Company in accordance with the adopted balance sheet; and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors and any deputies
- Determination of fees to the board of directors and to the auditors
- Election of the board of directors and auditors and any deputies
- Election of members of the nomination committee
- Resolution regarding amendment of the articles of association
- Resolution regarding authorization for the board of directors to issue shares, convertibles and/or warrants
- Resolution regarding amendment of incentive program 2024/2028
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chair of the meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, at Baker McKenzie Advokatbyrå is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 7.b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that the annual general meeting resolves on a cash dividend to the shareholders of SEK 16.65 per share, corresponding to a total amount of SEK 1,131,580,153.80. The proposed record date for the dividend is on 14 April 2025. Provided that the annual general meeting resolves in accordance with the proposal, the dividend is expected to be paid through the agency of Euroclear Sweden AB on 17 April 2025.
Item 8-10: Determination of the number of directors and auditors and any deputies, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors and any deputies
The nomination committee proposes that the board shall consist of three directors without deputies. The nomination committee further proposes that the number of auditors shall be one registered accounting firm without deputies.
The nomination committee proposes that the remuneration is to be SEK 210,000 in total (SEK 130,000 previous year), and shall be paid with SEK 70,000 for each of non-employed director and SEK 70,000 to the chair of the board of directors provided that the chair is not an employee.
The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.
The nomination committee proposes the re-election of directors Ståle Risa, Karin Lindberg and Linda Sannesmoen. It is further proposed to re-elect Ståle Risa as chair of the board. Staffan Herbst has declined re-election.
The nomination committee further proposes the re-election of the registered audit firm RSM Stockholm AB as the Company's auditor for a period up until the end of the next annual general meeting. RSM Stockholm AB has announced that the authorized auditor Anneli Richardsson remains as main responsible auditor.
Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. As to the proposed members of the board, Ståle Risa may be considered dependent in relation to the Company and the Company's management. The other proposed directors are considered independent to the Company, the Company's management and the Company's major shareholders.
Further information regarding the for re-election proposed directors is available on the Company's website, www.done.ai, and will also be included in the annual report for 2024.
Item 11: Election of members of the nomination committee
The nomination committee proposes, in accordance with the principles for the nomination committee, re-election of members Stian Rustad, appointed by ICT Group AS, Hans Arne Flåto, appointed by R-Venture AS, and Snorre Realfsen, appointed by Ebiz AS.
Item 12: Resolution regarding amendment of the articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:
It is proposed change the Company's name from 24SevenOffice Group AB to Done.ai Group AB. The articles of association, § 1, will thereby have the following wording:
"The name of the company is Done.ai Group AB. The company is a public company (publ)."
It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 13: Resolution regarding authorization for the board of directors to issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company's business or in connection with acquisitions and to diversify the shareholder base.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 14: Resolution regarding amendment of incentive program 2024/2028
The board of directors of the Company proposes that the annual general meeting resolves on amendment of incentive program 2024/2028 as follows.
Background
At the extra general meeting on 10 June 2024, it was resolved to implement an incentive program through issuance of a maximum of 1,750,000 warrants of series 2024/2028, which may result in a maximum increase of the Company's share capital of SEK 175,000, to senior executives and employees within the Company and the company group with tax residence in Sweden and Norway and to the Company, with subsequent transfer to senior executives and employees within the Company and the company group ("Incentive Program 2024/2028"). In total, 1,745,300 warrants of series 2024/2028 have been subscribed for and are today held by the Company.
Following the Company's sale of certain subsidiaries and assets from Abacus Bidco Oy, the Company's management has been restructured, as a result of which all outstanding warrants of series 2024/2028 have been repurchased and are now held by the Company. As a result of the sale, the Company is in a recruiting process and the board of directors therefore intends, as a part of the recruiting process, to transfer these warrants to the new senior executives and employees within the Company and the Company group with tax residence in Sweden and Norway, on the same terms as previous participants in Incentive Program 2024/2028.
Proposal for resolution regarding extension of transfer period for warrants of series 2024/2028
In view of the above, the board of directors proposes that the annual general meeting resolves to extend the period for notification to acquire warrants of series 2024/2028 (the "Notification Period") from no later than 31 August 2024 to no later than 31 December 2025, and to extend the last date for transfer of warrants from the Company to senior executives and employees (the "Transfer Period") from no later than 31 October 2024 to no later than 31 December 2025.
If the annual general meeting resolves in accordance with the proposal, warrants of series 2024/2028 transferred to new participants will have a vesting period of approximately two years. The board of directors has carefully considered the proposal in light of the fact that the vesting period is thus less than three years. The board of directors is of the opinion that it is in the Company's and all shareholders' interest to establish conditions to recruit, as well as maintain and increase the motivation of, new senior executives and employees within the Company and the Company group, on the same terms as for previous participants in Incentive Program 2024/2028. The board of directors finds that it is in all shareholders' interest that the new senior executives and employees appointed through the Company's recruiting process, which are considered important to the development of the Company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest between the participant and the Company's shareholders. The board of directors also considers it to be more cost-effective for the Company to extend the Notification Period and the Transfer Period for warrants of series 2024/2028, as these relate to an already established incentive program with already issued warrants, than to establish a new program. For these reasons, the board of directors considers it justified that the vesting period is less than three years.
The extra general meeting's resolution regarding implementation of Incentive Program 2024/2028, which include the proposed extension of the Notification Period and the Transfer Period, is available at least two weeks in advance of the meeting.
Majority requirements
Resolution in accordance with items 12 and 13 are valid only where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Resolution in accordance with item 14 is valid only where supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 67,962,772. The Company holds no own shares.
Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. The nomination committee's complete proposal regarding election of directors and auditor including the statement on the nomination committee's proposal regarding the board of directors are available as from today. All documents are available at the Company at Sveavägen 9, 111 57 Stockholm and on the Company's website, www.done.ai/investor-relations, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2025
24SevenOffice Group AB
The board of directors