NOTICE OF ANNUAL GENERAL MEETING OF MOVE ABOUT GROUP AB
The shareholders of Move About Group AB, org.nr 559311-9232 (the "Company"), are hereby convened to the Annual General Meeting on 30 June 2023 at 11.00 a.m. at the Company's premises at Norra Hamngatan 18 in Gothenburg. Registration will commence at 10.30 a.m.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to attend the meeting must
- be registered in the share register maintained by Euroclear Sweden AB on 21 June 2023; and
- notify the Company of their intention to attend the meeting no later than 26 June 2023 by e-mail to [email protected] or by post to Move About Group AB, "AGM 2023", Norra Hamngatan 18, 411 06 Gothenburg, Sweden. In the notification, the shareholder must state his/her name, personal or organisational number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).
NOMINEE-REGISTERED SHARES
Shareholders who have had their shares registered in the name of a nominee must have their shares registered in their own name in order to be entitled to participate in the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the trustee in accordance with the trustee's procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than 26 June 2023 will be taken into account in the preparation of the share register.
REPRESENTATIVES
Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original of the proxy and any certificate of registration should be sent by post to the Company at the above address in good time before the meeting. The proxy form will be available on the Company's website (www.moveaboutgroup.com) before the meeting.
PROPOSED AGENDA
- Opening of the Annual General Meeting
- Election of the Chairman of the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report, the auditor's report and the consolidated financial statements and the auditor's report for the group
- Resolution on:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- appropriation of the company's profit or loss according to the adopted balance sheet; and
- discharge from liability for the members of the Board of Directors and the managing director
- Determination of the Board of Directors' and auditors' fees
- Election of the Board of Directors and auditors
- Resolution to authorise the Board of Directors to decide on issues of shares, warrants and convertibles
- Resolution to authorise the Board of Directors to make minor adjustments to the resolutions passed at the meeting
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 8b - Resolution on the appropriation of the company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that all funds at the disposal of the Annual General Meeting be carried forward and that no dividend is paid for the financial year 2022.
Item 9 - Determination of Board of Directors' and auditors' fees
It is proposed that remuneration to the Board of Directors, for the period until the end of the next annual general meeting, shall be paid with SEK 50,000 to each of the ordinary board members. The Board of Directors further proposes that remuneration to the Chairman of the Board of Directors shall be paid with SEK 100,000. No remuneration shall be paid to a board member who is employed by the Company.
Furthermore, the Board of Directors proposes that the annual general meeting resolves that the remuneration to the Company's auditor shall be paid according to current accounts approved by the Board of Directors.
Item 10 - Election of Board of Directors and auditors
For the period until the end of the next annual general meeting, the Board of Directors is proposed to consist of four (4) members without deputies.
Reidar Langmo, Cathrin Idén, Sverre Stange and Ivar Sigurd Eide are proposed to be re-elected as ordinary members. Furthermore, Ivar Sigurd Eide is proposed to be re-elected as Chairman of the Board.
The Board of Directors proposes, for the period until the end of the next annual general meeting, re-election of the registered accounting firm Frejs Revisorer AB as the Company's auditor. Frejs Revisorer AB has announced that, if the auditing company is elected, the authorised auditor Sébastien Hans Maurice Argillet will be the auditor in charge.
Item 11 - Resolution on authorisation for the Board of Directors to decide on issues of shares, warrants and convertibles
It is proposed that the annual general meeting authorises the Board of Directors to - on one or more occasions and until the next annual general meeting - resolve to increase the Company's share capital by issuing new shares and to issue warrants and convertibles to the extent permitted by the articles of association from time to time.
The new issue of shares, as well as the issue of warrants and convertibles, may be made with or without deviation from the shareholders' preferential rights and with or without provisions on non-cash, set-off or other conditions. According to Chapter 16 of the Swedish Companies Act, the Board of Directors is not entitled to use this authorisation to decide on issues to members of the Board of Directors of the group, employees, etc.
The purpose of the authorisation is to increase the Company's financial flexibility and the Board of Directors' room for manoeuvre. If the Board of Directors decides on a share issue with deviation from the shareholders' preferential rights, the reason shall be to enable the raising of external capital (through new owners of strategic importance to the Company or otherwise) for the financing of the Company's operations, commercialisation and development of the Company's products and intellectual property rights and/or the acquisition of other companies or businesses.
A resolution under this item requires for its validity that the proposal is supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 12 - Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted at the meeting
The Board of Directors proposes that the meeting authorises the Board of Directors, the CEO or the person otherwise appointed by the Board of Directors to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.
OTHER
Documents and information
The notice, documents according to the Swedish Companies Act, proxy forms, accounting documents and the auditor's report will be made available to shareholders at the Company before the meeting and will be 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.moveaboutgroup.com.
Shareholders have the right, pursuant to Chapter 7, Section 32 of the Companies Act, to request information from the Board of Directors and the Managing Director regarding circumstances that may affect the assessment of an item on the agenda or of the Company's financial situation. The Board of Directors and the Managing Director shall disclose such information if the Board of Directors considers that this can be done without material harm to the Company.
Processing of personal data
The personal data collected from the share register kept by Euroclear Sweden AB, the notifications received, postal voting forms and information on proxies and assistants will be used for registration, the preparation of the voting list for the meeting and, where applicable, the minutes of the meeting. For further information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Number of shares and votes
At the time of publication of this notice, the total number of shares and votes in the Company amounts to 98,863,969.
_____________________________
Gothenburg in May 2023
Move About Group AB
Board of Directors
For further information, please contact:
Olof Jonasson, CEO of Move About Group AB (publ.)
[email protected]
Mob: +46790683811
About Move About Group AB
Move About offers app-based, environmentally friendly and cost-effective mobility solutions to individuals, companies, municipalities and organizations. The Company has developed and owns all intellectual property rights to the cloud-based green tech platform that provides digital access to electric cars, electric bicycles, taxis, subway and parking, all through the same app - around the clock. Every kilometre that the user travels with the electric cars via the platform means reduced CO2 emissions. The Company's comprehensive mobility solutions are based on the Move About app, which gives the user access to the Company's pools of electric cars, bicycles and scooters. Move About also helps companies, municipalities and organizations optimize their fleets by tailoring mobility solutions to their needs. Move About was founded in Oslo, Norway, in 2007 and has approximately 70,000 users on its platform and over 800 electric cars in its vehicle fleet with a presence in Sweden, Norway and Germany.
Om Move About
Move About är ledande inom hållbara mobilitetstjänster. Vi erbjuder bilpooler med elbilar, elcyklar och elsparkcyklar till våra medlemmar. Vi hjälper också företag att optimera sin fordonsflotta samt levererar en komplett tjänst med bokningssystem, kundservice och fordonshantering. Noll utsläpp. Helt enkelt.
Prenumerera
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