At the request of Insight Partners, through SUS Intermediate Company AB, reg.no. 559429-5981 (”Insight Partners”) which after completion of the recommended public cash offer to the shareholders of SignUp Software AB (publ), reg. no. 556570-9721 (“SignUp” or the “Company”) holds more than 90 percent of all the shares and votes in SignUp, the shareholders of the Company are hereby convened to an Extraordinary General Meeting to be held on Thursday, 8 June 2023, at 11 am CEST, at Cirio Advokatbyrå, Mäster Samuelsgatan 20, in Stockholm.

N.B. English translation is for convenience purposes only

Participation

Shareholders who wish to participate in the EGM:

  • must be registered in the share register maintained by Euroclear Sweden AB per Tuesday, 30 May 2023,
  • and are asked to notify their intention to participate to the Company, no later than Thursday, 1 June 2023 at the address Cirio Advokatbyrå AB, Att: Sebastian Iso-Kamula, Box 3294, 103 65 Stockholm, Sweden, or by e-mail to sebastian.iso-kamula@cirio.se (state “EGM 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 EGM. 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 EGM. 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 Euroclear Sweden AB as of Tuesday, 30 May 2023. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday, 1 June 2023 will be considered when preparing the share register.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Resolution regarding the number of members of the Board of Directors to be elected by the General Meeting.
  7. Resolution regarding remuneration to the members of the Board of Directors.
  8. Election of members of the Board of Directors.
  9. 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.

Resolution regarding the number of members of the Board of Directors to be elected by the General Meeting, the remuneration to the members of the Board of Directors, and election of members of the Board of Directors (item 6-8)

Insight Partners proposes that the meeting resolves that the Board of Directors shall consist of four Board members with no deputies. Insight Partners further proposes that no remuneration shall be paid to the members of the Board of Directors for the Board assignments and that the Board of Directors shall consist of Jared Rosen, Andrew Prodromos, Olof Hedin and Mattias Ek, and that Jared Rosen is elected as Chairman of the Board. The proposal means that the current Board of Directors are removed.

Documentation and additional information

Insight Partners’ complete proposal is presented above. The Company 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.

Documents which according to the Swedish Companies Act (2005:551) must be available at the General Meeting will be kept available at the Company's office, Evenemangsgatan 2c, 169 79 Solna, Sweden, from and including today. The above-mentioned documents will further be available from and including today 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 EGM.

Processing of personal data

For information on how your personal data is processed in connection to the EGM, 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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Stockholm in May 2023

SignUp Software AB (publ)

The Board of Directors

Contacts

Olof Hedin, VD, SignUp Software AB (publ)

Mob: +46 730 21 15 07

E-mail: olof.hedin@signupsoftware.com

Mattias Ek, CFO, SignUp Software AB (publ)

Mob: +46 735 33 00 13

E-mail: mattias.ek@signupsoftware.com

About SignUp Software AB (publ)

SignUp is a profitable growing software company that offers a comprehensive solution, ExFlow, for accounts payable automation built into Microsoft's Dynamics ERP. The Company has established itself as a global player with a number of large companies as customers and several partnerships. SignUp was founded in 1999 and is headquartered in Solna, Sweden with additional offices in Denmark, Australia, U.K., Singapore, Canada, the Netherlands and the USA.

Certified Advisor
FNCA Sverige AB

Attachments

NOTICE to the extraordinary GENERAL MEETING IN SIGNUP SOFTWARE AB (PUBL)

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