“During the third quarter of the year, we have worked goal-oriented on divesting portfolio companies, reducing indebtedness, and streamlining the business with a focus on AI. During the third quarter of the year, our efforts resulted in a turnaround...
The shareholders of EPTI AB (publ), reg. no. 556737-5489, (the "Company") are hereby invited to the Annual General Meeting on June 27, 2022, at 10.00 CEST in Eversheds Sutherland Advokatbyrås office at Strandvägen 1, Stockholm. Registration will begin at 09.45 CEST.
Right to attend the meeting
Shareholders who wish to participate at the meeting must
- on the record date, which is Monday June 16 2022, be registered in the share register maintained by Euroclear Sweden AB; and
- no later than June 20, 2022 register for participation at the Annual General Meeting via e-mail to [email protected] or by post to EPTI AB, “Annual General Meeting 2022”, Linnégatan 87 A 115 23 Stockholm. Name, personal identification number or corporate identity number, phone number and shall be included in the notification to attend and, where applicable, information about advisors (maximum 2).
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name in order to be entitled to participate in the general meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 20 June 2022 will be considered in preparations of the share register.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued by a legal entity, attested copies of the certificate of registration or equivalent authorisation documents, evidencing the authority to issue the power of attorney, shall be enclosed. The power of attorney must not be older than one year; however, the power of attorney may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the power of attorney in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company's disposal in good time before the Annual General Meeting. A form of power of attorney will be available on the Company's website, (www.epti.com) at least three weeks before the Annual General Meeting.
1. Opening of the meeting
2. Election of chair of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Decision whether the general meeting has been duly convened
7. Presentation of the annual report and the auditor’s report and the group annual report and the group auditor's report
8. Resolutions regarding:
a. adoption of income statement and balance sheet
b. decision regarding the disposition of the Company’s profit or loss in accordance with the adopted balance sheet, and
c. discharge from liability of the board of directors and the managing director.
9. Determination of the remuneration to the board of directors and to the auditors
10. Election of the board of directors and auditors
11. Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
12. Special authorization for the Board of Directors
13. Closing of the meeting
Item 2 – Election of chair of the meeting
The Board of Directors of the Company proposes that attorney Johan Engström (Eversheds Sutherland), is appointed as chair of the general meeting.
Item 8b – Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The Board of Directors proposes that all funds available for the annual general meeting shall be carried forward. The board is proposing that no dividend is to be paid for 2021.
Item 9 – Determination of remuneration to the Board of Directors and to the auditors
It is proposed that remuneration to the Board of Directors, for the period until the end of the next Annual General Meeting, shall be SEK 100,000 to each of the directors of the Board of Directors and that fees to the Chairman of the Board of Directors shall be SEK 200,000. The total remuneration shall amount to a total of SEK 700,000.
Furthermore, the Board of Directors proposes that the remuneration to the auditor is to be paid according to approved invoice.
Item 10 – Election of the Board of Directors and auditors
The Board of Directors proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of six (6) directors and no deputies.
The Board of Directors proposes re-election of the directors Arli Mujkic, Susanne Rönnqvist Ahmadi, Hans Isoz, William Moulod and Sebastian Nyaiesh. It is further proposed that Stefan Ulrich Fleissner is elected as a new director. It is also proposed that Hans Isoz be elected Chairman of the Board. Tord Lendau has declined re-election.
Stefan Ulrich Fleissner has a degree from Ludwig Maximilian University in Business Administration and has over ten years of experience from Corporate Finance and M&A. Stefan Ulrich Fleissner is the founder, and has since 2002 been the CEO, of the German investment company Bendo GmbH. Stefan Ulrich Fleissner is also a member of Apotekamo AB's advisory board (one of the Company's subsidiaries) and has previous experience of being a board member of international private equity companies.
The Board of Directors proposes that the registered audit company Grant Thornton Sweden AB is re-elected as the Company's auditor. Grant Thornton has announced that, in the event that Grant Thornton is re-elected, Mattias Kjellman will continue to be the principal auditor.
Item 11 – Resolution to authorize the Board of Directors to resolve on issues
The Board of Directors proposes that the meeting resolves to authorize the Board of Directors until the next Annual General Meeting, on one or more occasions, to issue shares, warrants and/or convertibles to the extent permitted from time to time according to the Company’s articles of association.
New issues of shares, as well as issues of warrants and convertibles, must be possible with or without deviation from the shareholders' preferential rights and with or without a provision on non-cash, set-off or other conditions. Chapter 16 in The Swedish Companies Act, does not allow the Board of Directors, on the basis of this authorization, to decide on issues to Board members in the Group, employees etc.
The purpose of the authorization is to increase the Company's financial flexibility and the Board's room for maneuver. If the Board decides on an issue deviating from the shareholders' preferential rights, the reason shall be to enable external capital raising (through new owners of strategic importance to the Company or otherwise) to finance the Company's operations, commercialization and development of the Company's products and intellectual property and / or acquisitions by other companies or businesses.
A valid resolution in accordance with the proposal requires that the resolution be supported by shareholders with at least two thirds (2/3) of both the votes and the shares represented at the meeting.
Item 12 – Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
The Board of Directors proposes that the Annual General Meeting authorizes the Board, the CEO or the person otherwise designated by the Board, to undertake minor adjustments and clarifications of the resolutions made by the Annual General Meeting to the extent it is required for registration of the resolutions.
Documents and information
The notice, documents in accordance with the Swedish Companies Act, power of attorney forms and accounting documents and auditor's report for 2021 will be kept available to shareholders at the Company three weeks before the meeting and sent free of charge to shareholders who request it and state their postal address. The documents will also be published on the Company's website, www.epti.com, no later than the same day.
According to chapter 7 section 32 of the Companies Act, shareholders have the right to request information from the Board of Directors and the managing director regarding circumstances which may affect the evaluation of a matter on the agenda or the Company's financial situation. The Board of Directors and the managing director shall provide such information if the Board of Directors determine that it can be done without causing any significant harm to the Company.
Processing of personal data
The personal data collected from the share register kept by Euroclear Sweden AB, notifications received and information on proxies and assistants will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, minutes of the Annual General Meeting. For further information on how personal data is processed in relation the meeting, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Number of shares and votes
The total number of shares in the Company, as of the date of the notice, amounts to 104,014,889 shares and votes.
Stockholm, May 2022
The Board of Directors
Please note that this is a translation. In case of any discrepancy between the English version and the Swedish version, the Swedish version shall prevail.
For further information, please contact:
Arli Mujkic, CEO, EPTI AB
E-mail: [email protected]
Phone: +49 176 626 999 64
Adam Bäckström, CFO, EPTI AB
E-mail: [email protected]
Phone: +46 73 026 68 26
EPTI invests capital and operational support for companies, entrepreneurs and founders to build market-leading innovative companies under the motto “We Empower Innovation”. As a venture builder, this is done by adding experience from other founders, capital, resources, processes, state-of-the-art technology as well as commercial execution and marketing. EPTI also starts companies and joint ventures with driven co-founders and companies. The companies in EPTI’s portfolio are in the segments Gaming, Fintech, Marketplace, SaaS and Services. Since the start in 2017, a portfolio of more than 25 companies has been built up, of which the majority-owned companies comprise a total of approximately 200 coworkers in seven countries around Europe. EPTI is more than an investment company, it is partly an investment company and partly a service company. A venture builder for founders, by founders.
For more information, see EPTI’s website www.epti.com
The Company’s Certified Adviser is Eminova Fondkommission AB | +46 (0)8-684 211 00 | [email protected]