Election of the Chairman of the Annual General Meeting

The Nomination Committee proposes that Daniel Masters, Chairman, be appointed as the Chair of the Annual General Meeting 2024.

Preparation and approval of the voting list

The voting list proposed for approval is the voting list drawn up by the Company Secretary, based on the register of shareholders provided by Euroclear Sweden AB, shareholders having given notice of participation and being present at the Meeting, and postal votes received.

Voting List
Daniel Masters - 13,484,669 Shares (25.96%)
Mognetti Partners Limited - 11,876,609 Shares (22.87%)
Russell Newton (also representing Vitruvius Limited) - 10,662,291 Shares (20.53%)
Canaccord Genuity Wealth Sweden - 7,913,540 Shares (15.24%)
Paul Davidson - 3,140,000 Shares (6.05%)
Discovery Global Opportunity Master Fund, Ltd. - 2,649,220 Shares (5.10%)
Horseferry Trading Pte Ltd - 1,400,000 Shares (2.70%)
Handelsbanken Sverige Index Criteria - 407,166 Shares (0.78%)
Dwayne Drexler - 180,000 Shares (0.35%)
Handelsbanken Norden Index Criteria - 178,060 Shares (0.34%)
Charles Butler - 29,130 Shares (0.06%)
DNB FUND - NORDIC SMALL CAP - 17,489 Shares (0.03%)
Regina Dundelova - 1,065 Shares (0.00%)

Total shares registered to vote - 51,939,239

Approval of the Agenda

Determination of whether the General Meeting has been duly convened

Election of one person to certify the minutes

Presentation of the Annual Report, consolidated financial statements and the audit report

Resolution regarding the adoption of the group income statement and group balance sheet

Please cast your votes.

Determination of the number of members of the Board of Directors and the number of auditors

The Nomination Committee proposes that the Board of Directors shall consist of 6 directors and that the Company should have one registered public auditor’s firm as auditor.  

Determination of remuneration to the Board of Directors and the Auditor

The Nomination Committee proposes that remuneration to the Board of Directors, which remains unchanged from the previous year, shall be paid to the Board of Directors in the amount of GBP 50,000 to each of the non-employed Directors, which includes all committee membership and committee chair positions, and GBP 125,000 to the Chairman provided that the Chairman is not an employee. Remuneration to the Auditor be paid in accordance with approved invoices.

Election of the Board of Directors and the Auditor

The Nomination Committee proposes that, for the period up to the end of the Annual General Meeting in 2025, Jean-Marie Mognetti, Carsten Køppen, Johan Lundberg, Viktor Fritzén and Christine Rankin be re-elected as members of the Board of Directors and that Daniel Masters be re-elected as the Chairman of the Board. 

The audit firm Baker Tilley Channel Islands Limited be re-elected as the Company’s auditor for the period up to the end of the Annual General Meeting in 2025. The Nomination Committee’s proposal is in line with the Audit and Risk Committee’s recommendation. 

Resolution on the approval of the Board of Directors' Remuneration Report

Under the Swedish Corporate Governance Code, the Board of Director’s is required to prepare a report for each financial year regarding paid and outstanding remuneration to Board members, the CEO and the deputy CEO who are covered by the guidelines. As the Company has no deputy CEO and the Board members do not receive any remuneration other than that decided by the general meeting, the report for the financial year 2023 only covers the Company's CEO. According to the Swedish Corporate Governance Board's rules on remuneration to senior executives and on incentive programs, the report must contain an overview of each of the outstanding and concluded incentive programs completed during the year. 

The Board of Directors suggests that the Annual General Meeting approve the remuneration report for the financial year 2023. 

Resolution regarding authorising the Board of Directors to decide on repurchase and transfer of own shares

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on purchases of the Company’s own shares in accordance with the following, main terms: 

1. Share repurchases may be made only for the purposes of completing block transactions.
   
   
2. The authorisation may be exercised on one or more occasions before the 2025 Annual General Meeting.
   
   
3. The maximum number of own shares that may be repurchased so that the Company’s holding of shares at any given time does not exceed 10% of the total number of shares in the Company.
   
   
4. A block transaction is defined as a single transaction that exceeds the "normal market size" of transactions. For the purpose of determining whether a transaction is of "normal market size", the thresholds for large in scale (LIS) transactions set out in MiFID II are applied.
   
   
5. Payment for the shares shall be made in cash.
6. 
   

In addition, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on transfer of own shares, with or without deviation from the shareholders’ preferential rights, in accordance with the following, main terms: 

1. Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with the acquisition of companies, operations, or assets.
   
   
2. The authorisation may be exercised on one or more occasions before the 2025 Annual General Meeting.
   
   
3. The maximum number of shares that may be transferred corresponds to the number of shares held by the Company at the point in time of the Board of Directors’ decision on transfer.
   
   
4. Transfers of shares on Nasdaq Stockholm may only be made at a price of no more than 5% above the average trading price of the 5 business days prior to the transfer. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms, except for delivery of shares in connection with employee stock option programs.
   
   
5. Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the Company. 

The purpose of the authorisations is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the Company’s capital structure and thereby create further shareholder value and take advantage of any attractive acquisition opportunities. The authorisation may also be used in order to enable delivery of shares in connection with employee stock option programs. 

The Board of Directors shall have the right to decide on other terms for repurchases and transfers of own shares in accordance with its authorisation. The Board of Directors also has the right to authorise the chairman of the Board, the chief executive officer, or the person designated by the Board to make such minor adjustments that may be necessary in connection with the execution of the Board’s decision to repurchase or transfer shares.