Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Sällanköp |
Industri | Betting |
ACROUD AB (publ), reg. no. 556693-7255, gives notice to its annual general meeting on Monday, 30 June 2025, 09.00 (CEST), at the premises of Gernandt & Danielsson Advokatbyrå KB at Hamngatan 2, Stockholm. The entrance to the meeting opens at 08.30 (CEST).
RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Those who wish to attend the general meeting must:
1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday, 19 June 2025, or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed not later than on Tuesday, 24 June 2025; and
2. give notice of their intention to participate no later than on Tuesday, 24 June 2025.
Notice of attendance may be made by e-mail to AcroudAGM@gda.se or through mail to ACROUD AB (publ), c/o Gernandt & Danielsson Advokatbyrå KB, Box 5747, 114 87 Stockholm.
The notice of attendance must state name or company name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).
A shareholder can vote at the general meeting by physically attending the general meeting or through a proxy.
SHARES REGISTERED IN THE NAME OF A NOMINEE
Shareholders with nominee-registered shares held via a bank or other nominee must, in addition to giving notice of their intention to participate, request the nominee to register them in the shareholder's own name in the share register kept by Euroclear Sweden AB in order to participate in the general meeting. Such registration may be temporary. The nominee must have performed such registration with Euroclear Sweden AB no later than on Tuesday, 24 June 2025. Please note that this procedure may also apply with respect to shares held on a bank's shareholder deposit account and certain investment savings accounts.
PROXIES AND PROXY FORMS
A person who is not personally attending the general meeting may exercise their rights through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal person, a copy of the registration certificate or a corresponding document shall be appended to the power of attorney.
In order to facilitate the entrance to the general meeting, proxies, certificates of registration and other authorisation documents should be received by the company on the address above (i.e. ACROUD AB (publ), c/o Gernandt & Danielsson Advokatbyrå KB, Box 5747, 114 87 Stockholm) no later than on Tuesday, 24 June 2025.
Please note that a notice of attendance must also be given by a person who is attending by proxy. A submitted proxy form is not regarded as a notice of attendance.
A proxy form is available on the company's website, www.acroud.com. The proxy form may also be obtained at the company or by e-mail via AcroudAGM@gda.se.
NUMBER OF SHARES AND VOTES
At the date of this notice, the total number of shares and votes in the company is 1,196,998,584.
SHAREHOLDERS' RIGHTS TO REQUEST INFORMATION
The board of directors and the CEO shall, if requested by a shareholder, inform the general meeting of circumstances that may affect the assessment of an item on the agenda of the general meeting, other circumstances that may affect the company or any subsidiary's financial position and the company's relation to other companies within the group, provided that the board of directors is of the opinion that such information can be shared without any material harm to the company.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or more persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. 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
8. Resolution on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b) allocation of the company's profit or loss in accordance with the adopted balance sheet
c) i-iv discharge from liability for the members of the board of directors and the CEO
9. Determination of the number of members of the board of directors
10. Determination of the remuneration to the board of directors and auditor
11. i-v Election of the members of the board of directors and auditor
12. Resolution on guidelines for remuneration to senior executives
13. Resolution on an authorisation for the board of directors to resolve on issues of shares
14. Closing of the meeting
PROPOSED RESOLUTIONS
Item 2: Election of chairman of the meeting
It is proposed that attorney at law Gabriel Zsiga at Gernandt & Danielsson Advokatbyrå KB, is elected chairman of the meeting, or in the event of his absence, the person designated by the board of directors.
Item 8 b): Resolution on allocation of the company's profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the meeting resolves that the company's results shall be balanced in a new account and that no dividend shall be paid for the financial year 2024.
Item 8 c): Resolution on discharge from liability for the members of the board of directors and the CEO
The auditor recommends that the general meeting discharge the members of the board of directors and the CEO from liability for the financial year of 2024.
Resolutions on discharge from liability is proposed to be made by separate, individual resolutions for each board member and the CEO in the following order:
- Peter Åström (member and chairman of the board of directors)
- Richard Gale (member of the board of directors)
- Robert Andersson (CEO)
- Kim Mikkelsen (member and chairman of the board of directors) (from the time up until the end of the term)
Item 9: Determination of the number of members of the board of directors
Shareholders representing approximately 55 percent of the shares and votes (the "Shareholders") have informed the board of directors that they intend to put forward a proposal on the number of members of the board of directors no later than in connection with the annual general meeting.
Item 10: Determination of the remuneration to the board of directors and auditor
The Shareholders propose that the general meeting resolves on annual remuneration to the board of directors, for the time until the close of the next annual general meeting, as follows: SEK 350,000 (350,000) shall be paid to the chairman of the board of directors; and SEK 200,000 (200,000) shall be paid to each of the other members of the board of directors elected by the general meeting that are not employed by the company.
The Shareholders propose that the general meeting resolves that fees to the auditor be paid against approved account.
Item 11: Election of the members of the board of directors and auditor
The Shareholders propose that the general meeting, for the time until the close of the next annual general meeting, resolves on the election of:
- Members of the board of directors:
- Richard Gale (re-election)
- Daniel Barfoot (re-election)
- Morten Marcussen (re-election)
- Jørgen Beuchert (re-election)
- Auditor:
- BDO Mälardalen AB (re-election)
Peter Åström has announced that he will not be available for re-election.
The Shareholders have informed the board of directors that they intend to put forward a proposal on the election of chairman of the board as well as any additional board members no later than in connection with the annual general meeting.
A presentation of the proposed members of the board of directors can be found on the company's website, www.acroud.com.
The independence of the proposed members of the board of directors
Considering the rules on board members' independence set out in the Swedish Corporate Governance Code, the Shareholders are of the opinion that three of the four proposed board members, i.e. Richard Gale, Daniel Barfoot and Jørgen Beuchert, are independent in relation to the company, its senior management and its major shareholders.
The Shareholders are of the opinion that Morten Marcussen is independent in relation to the company and its senior management but that he is not independent in relation to the company's major shareholders since he is a member of the board of directors of PMG Group A/S which is a major shareholder of the company.
Item 12: Resolution on guidelines for remuneration to senior executives
The remuneration that has been paid, based on the guidelines for remuneration to the senior management adopted by the annual general meeting 2024 (the "Guidelines"), are disclosed in the company's annual report for 2024.
There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2024.
The board of directors proposes that the Guidelines shall continue to apply until further notice (however, not later than until the 2029 annual general meeting).
The Guidelines are published on the company's website, www.acroud.com.
Item 13: Resolution on an authorisation for the board of directors to resolve on issues of shares
The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to, on one or several occasions before the next annual general meeting, resolve on issues of not more than 360,000,000 shares (corresponding to approximately 30 per cent of the number of outstanding shares). The board of directors shall have the right to decide that the share issue shall be made with or without pre-emption rights for the shareholders and that the shares, in addition to be paid in cash, may be paid in kind, by way of set-off or on terms set out in Chapter 2, Section 5, second paragraph of the Swedish Companies Act.
The purpose of the authorisation is, and the rationale for any deviations from the shareholders' pre-emption rights shall be, to enable the company to use newly issued shares as consideration for or as financing of acquisitions of companies or businesses.
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MAJORITY REQUIREMENTS
A resolution in accordance with the board of directors' proposal under item 13 requires that the resolution is supported by at least two thirds of the votes cast as well as the shares represented at the general meeting.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the general meeting, see the privacy notice: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company's website, www.acroud.com, no later than three weeks prior to the day of the general meeting as well as be sent free of charge to shareholders who so request and provide their postal address. The share register will also be held available at the company.
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Stockholm in May 2025
ACROUD AB (publ)
The board of directors