SIGNUP SOFTWARE AB (PUBL) The shareholders of
Participation
Shareholders who wish to participate in the AGM must:
- both be registered in the share register maintained by
Euroclear Sweden AB per Tuesday,11 April 2023 , - and notify their intention to participate to the Company, no later than Thursday,
13 April 2023 at the address Cirio Advokatbyrå AB, Att: Martin Näslund, Box 3294, 103 65Stockholm, Sweden , or by e-mail to martin.naslund@cirio.se (state “AGM 2023” as subject). The notification shall include name, Swedish personal or company registration number, and telephone number.
Proxies etc.
Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company’s website,https://ir.signupsoftware.com/. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register maintained by
Proposed agenda
- Opening of the meeting and election of chairman of the meeting.
- Election of person to keep the minutes.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditor's report and the consolidated financial statements and the consolidated auditor's report.
- Resolution on:
- a) Adoption of the income statement and balance sheet, and the consolidated income statement and balance sheet.
- b) Appropriation of the Company’s results according to the adopted balance sheet.
- c) Discharge from liability for the members of the Board of Directors and the CEO.
- Determination on remuneration for the Board of Directors and the auditor.
- Election of Board of Directors and auditor.
- Resolution on authorization for the Board of Directors to resolve on issues of shares, warrants and/or convertibles.
- Resolution on amendment of the Articles of Association.
- Closing of the meeting.
Proposed resolutions
Item 1 – Opening of the meeting and election of chairman of the meeting
Attorney Maria Arnoldsson from Cirio Advokatbyrå is proposed as chairman of the meeting or, in her absence, the person appointed by the Board of Directors.
Item 8.b – Resolution on appropriation of the Company’s results according to the adopted balance sheet
The Board of Directors proposes a dividend to the shareholders of
It is proposed that the Company’s auditor shall be paid in accordance with approved invoices.
Item 10 – Election of Board of Directors and auditor
The Company's Board of Directors currently consists of the following six (6) ordinary members without deputies; Göran Garvner (Chairman),
Item 11 – Resolution on authorization for the Board of Directors to resolve on issues of shares, warrants and/or convertibles
The Board of Directors proposes that the AGM resolves on an authorization for the Board of Directors to – for the period up to the next AGM and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertibles. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The Company’s share capital may by support of the authorization be increased by an amount corresponding to 10 per cent of the share capital and number of shares in the Company as of the date the Board of Directors first make use of the authorization. Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the Company due to timing, commercial or similar reasons, and in order to enable acquisitions.
The CEO, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.
For resolution in accordance with the Board of Directors’ proposal, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the AGM.
Item 12 - Resolution on amendment of the Articles of Association
The Board of Directors proposes that the AGM resolves on amendments to § 2 in the Articles of Association according to the following.
| Current wording | Proposed wording |
| § 2 Registered office of the Board of Directors The Board of Directors shall have its registered office in | § 2 Registered office of the Board of Directors The Board of Directors shall have its registered office in |
The Board of Directors further proposes that the AGM resolves to remove § 9 in the Articles of Association regarding matters at the AGM, as the information therein is already applicable by law. The resolution entails that subsequent paragraphs in the Articles of Association are renumbered.
The CEO, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.
For resolution in accordance with the Board of Directors’ proposal, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the AGM.
Disclosure at the AGM
The Board of Directors and the CEO shall, if requested by any shareholder and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may impact assessment of an item of business on the agenda, conditions that may impact the assessment of the Company’s or a subsidiary’s financial situation, and about the Company’s relationship with another group company.
Documentation
The annual report, audit report, proxy form and other documents to be considered at the AGM will be kept available at the Company's office, address as above, not later than three weeks prior to the AGM. The above-mentioned documents will further be available from the same date on the Company’s website, https://ir.signupsoftware.com/. Copies of such documents are sent free of charge to those shareholders who so request and provide their postal addresses. The documents will also be available and presented at the AGM.
Processing of personal data
For information on how your personal data is processed in connection to the AGM, see the privacy policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The Board of Directors
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