Shareholders who wish to participate in the meeting must be registered in a transcript of the share register reflecting the conditions as of May 31, 2024, and must notify the company of their participation by May 31, 2024, either in writing to BOX 164 16, 103 27 Stockholm or via email to ir@myfirstapp.com.Notifications should include name, personal or corporate identification number, address, telephone number, the number of shares represented, and the names of any proxies and assistants attending. Proxies and representatives for legal entities are requested to submit original power of attorney, registration certificates, and other authorization documents well in advance of the meeting.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to notifying the company, register the shares in their own name so that they are registered in the share register as of May 31, 2024. Such registration may be temporary (so-called voting rights registration) and should be requested from the nominee in accordance with the nominee's procedures well in advance. Voting rights registrations completed by May 31, 2024, will be considered by Euroclear Sweden AB in the preparation of the share register.
Proposed Agenda:
1. Election of the chairman and secretary of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two adjusters.
4. Examination of whether the meeting has been duly convened.
5. Presentation and approval of the agenda.
6. Presentation of the annual report and auditor's report and, if applicable, the consolidated financial statements and consolidated auditor's report for 2023.
7. Decisions
a) on the adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet.
b) on the appropriation of the company's profits according to the adopted balance sheet.
c) on discharging the board members and the CEO from liability.
8. Determination of the number of board members, auditors, deputy board members, and deputy auditors.
9. Determination of fees for the board and auditors.
10. Election of the board and auditors.
11. Amendment of the articles of association. Change of company name.
12. Resolution on authorization.
13. Closure of the meeting.
Proposed Resolutions
Profit Allocation (item 7b)
The Board proposes that no dividend be paid and that the company's results be carried forward.
Board of Directors, etc. (items 8-10)
The Board proposes that the board shall consist of four ordinary members without any deputy members. The board chairman shall receive a fee of SEK 45,000 and other ordinary members not employed by the company shall receive SEK 30,000 each. Re-election of all current members is proposed. Stefan Vilhelmsson is proposed to continue as the chairman of the board.
As the company's auditor until the end of the next annual general meeting, the board proposes re-election of Carlsson & Partners Revisionsbyrå AB, with Thomas Jönsson as the principal auditor. Auditor's fees are proposed to be approved according to invoice.
Amendment of the Articles of Association. Change of Company Name (item 11)
The Board proposes that the general meeting resolves to adopt a new set of articles of association as follows:
§ 1 Firma
Bolagets firma är Evolear AB (publ)
Bolagets firma är Evolear Group AB (publ)
Bolagets firma är Evolear Global AB (publ)
Translation:
§ 1 Company Name
The company's name is Evolear AB (publ)
The company's name is Evolear Group AB (publ)
The company's name is Evolear Global AB (publ)
The Board, or whomever else the Board may appoint, is authorized to make minor adjustments in the decisions made at the meeting that may prove necessary for the registration of the meeting's resolutions with the Swedish Companies Registration Office and Euroclear Sweden AB.
Authorization (item 12)
The Board proposes that the general meeting resolves to authorize the board, until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders' preferential rights, to decide on the issuance of new shares, subscription options, and/or convertibles for cash consideration, consideration in kind, or through set-off. The authorization may not be utilized to a greater extent than allowed by the company's articles of association.
The purpose of the authorization and the reasons for issuing decisions with deviation from shareholders' preferential rights are to enable the company to issue financial instruments as consideration in connection with possible acquisitions that the company may undertake and to increase the company's financial flexibility to finance ongoing operations. The issuance price shall be set according to prevailing market conditions at the time of issuing shares, subscription options, and/or convertibles.
Additional Information
The annual report, auditor's report, and other complete proposals and documents for the annual general meeting will be available at the company and on the company's website, www.myfirstappsweden.com, at least three weeks before the meeting and sent free of charge to shareholders upon request. Shareholders are informed of their right to request information at the meeting concerning conditions that may affect the assessment of an item on the agenda or the assessment of the company's financial situation. The Board, or whomever else the Board may designate, is proposed to have the right to make minor adjustments needed in connection with the registration of the decisions of the meeting with the Swedish Companies Registration Office and Euroclear Sweden AB. A valid decision according to items 11 and 12 requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, and voting must be conducted in accordance with the rules of the Swedish Companies Act.
Stockholm, May 2024
MyFirstApp Sweden AB
The Board
For further information, please contact:
Jesper Nord, CEO MyFirstApp Sweden AB
Mobile: +4673 329 13 29
Email: jesper@myfirstapp.com
MyFirstApp Sweden AB (publ)
The MyFirstApp group is an edtech company that offers a wide range of educational games and applications through our brands Evolear, 10Monkeys, TalesTime, and MyFirstApp worldwide. Our commitment is to promote children's learning and development in areas such as mathematics, language, and cognitive skills by providing fun and interactive tools adapted for various ages and stages of development