The shareholders of ACROUD AB, 556693-7255 (”Company”), are hereby given notice of the Annual General Meeting on Thursday 20 May 2021 to be held only by postal voting.
Notification of attendance etc.
Shareholders who wish to attend the annual general meeting (”AGM”) must be registered in the share register kept by Euroclear Sweden AB as at Tuesday 11 May 2021, and must notify the Company of their intention to attend the AGM by sending a complete postal voting form, and where applicable, proxy forms, registration certificates and other authorisation documents, no later than Wednesday 19 May 2021, to Advokatfirma DLA Piper Sweden KB, ”ACROUD AB Annual General Meeting”, Box 7315, 103 90 Stockholm, Sweden or by e-mail to [email protected]
Shareholders who have registered their shares in the name of a nominee, must temporarily re-register the shares in their own name with Euroclear Sweden AB. Shareholders wishing to temporarily re-register their shares must notify their nominee of this well in advance of Tuesday 11 May 2021. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 14 May 2021 will be considered in preparations of the share register.
Information on postal voting
The Company has decided that the AGM shall be held only by postal voting in accordance with the Temporary Exceptions Act (2020:198) to facilitate the implementation of general meetings of corporations and associations (Sw. Lag om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). This means that the AGM will be held without the presence of shareholders, representatives and third parties.
The postal voting is exercised by sending a completed and signed postal voting form, including appendix 1 to the form, by e-mail to [email protected] or by mail to Advokatfirma DLA Piper Sweden KB, ”ACROUD AB Annual General Meeting”, Box 7315, 103 90 Stockholm, Sweden. If the shareholder is a legal person, the registration certificate, or another corresponding authorization document, must be enclosed with the form. The same applies if the shareholder votes by post through a proxy.
Forms for postal voting are available at the Company's website www.acroud.com. A complete postal voting form must be sent to the Company by mail or e-mail in accordance with the above no later than on Wednesday, 19 May 2021. A postal vote can be withdrawn up to and including on 19 May 2021 by emailing such request to [email protected] If two or more forms have the same date, only the form most recently received will be considered.
The shareholder cannot give other instructions than to select one of the response options by each item listed in the form. If the shareholder has provided the form with special instructions or conditions, or changed or made additions to the printed text, the postal vote is invalid. Further instructions can be found in the postal voting form.
Postal voting trough proxy
Shareholders voting by post through proxy shall issue a dated proxy form. If the proxy form is issued by a legal entity, it must be accompanied by a certified copy of the registration certificate or similar document (“registration certificate”) for such legal entity. The proxy form is valid for one year after issuance, but may be valid for up to five years after issuance if so specified. The registration certificate may not be older than one year. The original proxy form and any registration certificate must be enclosed with the postal voting form and sent to the Company in accordance with the above mentioned instructions (se information on postal voting). Proxy forms are available on the Company’s website, www.acroud.com.
- Opening of the meeting.
- Election of a chairperson of the meeting.
- Preparation and approval of the voting register.
- Adoption of the proposed agenda.
- Election of person to verify the minutes.
- Consideration of whether the meeting has been duly convened.
- Presentation of the annual report and audit report for the Company and the group.
- Resolution on adoption of the income statement and balance sheet for the Company and the group.
- Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet.
- Resolution on the discharge of liability of the Board members and the Chief Executive Officer.
- Determination of Board of Director's and auditors’ fees.
- Resolution on the number of board members.
- Election of board members and auditor.
- Resolution on authorisation of the board to issue shares
- Closing of the meeting.
Proposals for resolution in brief:
Election of a chairperson of the meeting (item 2)
It is proposed that Emma Norburg be elected chairperson of the AGM.
Approval of the electoral roll (item 3)
The Board of Directors proposes that the AGM approves the voting register drawn up on the basis of the postal votes received in due order.
Adoption of the proposed agenda (item 4)
The Board of Directors proposes that the AGM approves the proposed agenda.
Election of person to verify the minutes (item 5)
The Board of Directors proposes Christian Käfling to verify the minutes or, in his absence, the person instead appointed by the chairperson.
Consideration of whether the meeting has been duly convened (item 6)
The Board of Directors proposes that the AGM approves that it has been duly convened.
Adoption of the income statement and balance sheet for the Company and the group (item 8)
The Board of Directors proposes that the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet that are kept available as set out below, are adopted.
Allocation of profit (item 9)
The Board proposes that the AGM adopts a resolution to carry forward the Company’s profits, which means that no dividend will be paid for the 2020 financial year.
Discharge of liability of the Board members and the Chief Executive Officer (item 10)
The Board proposes that the AGM resolves on the discharge of liability of the Board members and the Chief Executive Officer (”CEO”).
Determination of Board of Director's and auditors’ fees (item 11)
Shareholders representing approximately 58 per cent of the shares and votes, proposes to the AGM that a fee of SEK 160,000 be paid to each of the members of the Board who are not employed by the Company. To the Chairman of the Remuneration or Audit Committee a fee of SEK 40,000 shall be paid. A member of the Remuneration or Audit Committee shall be paid a fee of SEK 20,000.
Remuneration to the auditors is proposed to be paid according to approved account.
Resolution on number of Board members (item 12)
Shareholders representing approximately 58 per cent of the shares and votes, proposes that the AGM resolves that the Board shall consist of five (5) ordinary Board members without deputy members.
Election of Board members and auditor (item 13)
Shareholders representing approximately 58 per cent of the shares and votes, proposes, for the period until the next AGM has been held, re-election of Henrik Kvick, Peter Åström and Kim Mikkelsen, as well as the election of Maria Andersson Grimaldi and Jonas Strömberg as directors of the board. Henrik Kvick is proposed to be re-elected as chairman of the Board.
Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor. Öhrlings PricewaterhouseCoopers AB has stated that they will appoint Aleksander Lyckow as auditor in charge.
Resolution on authorisation of the Board to decide to issue new shares (item 14)
The Board proposes that the AGM authorise the Board to issue new shares, with or without preferential rights for the Company’s shareholders, on one or more occasions in the period up to the next AGM. The share issue may be in cash, provided new shares are paid for in kind or by set-off, or otherwise in accordance with Chapter 13, section 5, first paragraph (6) of the Companies Act. The total number of shares that can be issued under the authorisation may not exceed 60 million shares. The purpose of the authorisation is to strengthen the Company’s cash in a time-effective way or to facilitate acquisitions for which payment is in cash or with own shares. The Board or a party appointed by the Board shall be entitled to make any minor adjustments that may result from registration of the authorisation with the Swedish Companies Registration Office.
The annual report and the audit report will be available from the Company no later than 29 April 2021 and the Board's full proposals on the matters listed above will be available no later than 29 April 2021. These documents will be sent free of charge to shareholders who request a copy and provide their address, and are also available on the Company’s website www.acroud.com.
Shareholders’ right to request information
Shareholders are reminded of their right to request information pursuant to chapter 7, section 32 of the Swedish Companies Act. A request for information must be submitted in writing to the Company by mail to Advokatfirma DLA Piper Sweden KB, “ACROUD AB Annual General Meeting”, Box 7315, 103 90 Stockholm, Sweden or by e-mail to [email protected], no later than ten days before the AGM. The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that this can be done without material harm to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company's financial situation, by keeping them available in writing at the Company no later than five days prior to the AGM. The information shall also be sent within the same time to the shareholder who has requested it and stated their postal address, and also be made available to the shareholders on the website.
The obligation to disclose information also relates to the Company's relationship with other group companies and the consolidated accounts, as well as the circumstances regarding subsidiaries referred to in the first paragraph.
Processing of personal data
Stockholm, April 2021
BOARD OF DIRECTORS
For further information, please contact:
Henrik Kvick, Chairman of the Board
+46 70 316 60 10
Robert Andersson, President and CEO
+356 9999 8017
Gustav Vadenbring, CFO
+356 9967 6001
ACROUD AB (publ)
|Telephone||+356 2132 3750/1|
About ACROUD AB
ACROUD owns, operates and develops high-quality comparison sites, mainly in iGaming affiliation, for the purpose of helping our partners by channelling high-quality users to the Company’s customers – primarily iGaming operators. Through the sites, ACROUD generates high-quality users, primarily to global iGaming operators. The Company, which was founded in 2003, has just over 70 employees and is headquartered in Malta. The share (ACROUD) is listed on Nasdaq First North Growth Market. Certified Adviser: FNCA Sweden AB, [email protected], +46 8 528 00 399