Notice of Extraordinary General Meeting of Move About Group AB

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 13 January 2023; and 

• notify the Company of their intention to attend the meeting no later than 17 January 2023 by e-mail to [email protected] or by post to Move About Group AB, "Extraordinary General Meeting", 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 17 January 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) at least two weeks before the meeting.

PROPOSED AGENDA 

1. Opening of the meeting
2. Election of the Chairman of the meeting
3. Election of one or two persons to verify the minutes of the meeting
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Determination of whether the meeting has been duly convened
7. Resolution to amend the Articles of Association
8. Resolution on rights issue of units
9. Resolution on directed issue of units with payment by way of set-off
10. Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted at the meeting
11. Closure of the meeting

PROPOSED RESOLUTIONS

Item 7 - Resolution to amend the Articles of Association

The shareholders Rebelijo AS and E. Nordenfelt AB (the "Shareholders"), who together represent 13.8 per cent of the shares in the Company, propose that the Extraordinary General Meeting resolves to amend the limits on the share capital and the number of shares in the Articles of Association as follows:

• 4 Share capital and number of shares

The resolution to amend the Articles of Association in accordance with this proposal is conditional upon the meeting also deciding on a rights issue of units and a directed issue of units in accordance with the presented proposals. In the event that the share capital and the number of shares in the Company after registration of the issue resolutions are below the proposed limits in the Articles of Association, the limits shall be lowered to the extent necessary to enable registration.

In order to be valid, a resolution under this proposal must be supported by shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting. 

Item 8 - Resolution on rights issue of units

The Shareholders propose that the meeting resolves to issue a maximum of 27,011,983 units, comprising shares and warrants of series TO2, with preferential rights for existing shareholders (the "Rights Issue"). The resolution shall be subject to the following conditions: 

1. The new shares and warrants shall be issued in units. Each unit shall contain two (2) shares and one (1) warrant of series TO2.
   
   
2. The Company's share capital may be increased by a maximum of SEK 1,350,599.150 through the issue of a maximum of 54,023,966 shares. A maximum of 27,011,983 warrants of series TO2 shall be issued, increasing the share capital by SEK 675,299.575 upon exercise.
   
   
3. Shareholders registered in the Company's share register maintained by Euroclear Sweden AB on the record date of 30 January 2023 will receive unit rights for participation in the Rights Issue.
   
   
4. The right to subscribe for units shall, with preferential rights, be granted to those who are registered as shareholders in the Company on the record date for the Rights Issue, whereby the holding of one (1) share entitles the holder to one (1) unit right. One (1) unit right entitles the holder to subscribe for one (1) unit.
   
   
5. In the event that not all units are subscribed for with unit rights, the Board of Directors shall, within the maximum amount of the Rights Issue, decide on allocation in accordance with the allocation principles below:
   a) Firstly, allotment shall be made to those who subscribed for units with unit rights, whether or not the subscriber was a shareholder on the record date, and in the event of oversubscription, in proportion to the number of unit rights exercised by each person for the subscription of units and, to the extent that this cannot be done, by drawing lots.
   b) Secondly, allocation shall be made to other persons who subscribed for units without unit rights and, in the event that they are unable to obtain full allocation, in proportion to the number of units that each person has notified for subscription and, to the extent that this cannot be done, by drawing lots.
   c) Lastly, any remaining units shall be allocated to the underwriters in proportion to the size of their respective underwriting commitments and, to the extent that this cannot be done, by drawing lots.
   
   
6. Subscription of units shall take place during the period from 1 February 2023 up to and including 15 February 2023. The Board of Directors is entitled to extend the subscription period.
   
   
7. The subscription price shall be SEK 1.30 per unit, corresponding to SEK 0.65 per share. The warrants shall be issued free of charge. The share premium shall be transferred to the unrestricted premium reserve.
   
   
8. Subscription may only be made in units and thus not of shares and warrants separately. Allotment may only be made in units. However, after completion of the issue, the shares and warrants will be separated.
   
   
9. Payment of units subscribed for with preferential rights shall be made at the same time as subscription takes place during the period from 1 February 2023 to 15 February 2023. Payment of units subscribed for without preferential rights shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The Board of Directors has the right to extend the payment period.
   
   
10. Each warrant of series TO2 entitles the holder to subscribe for one (1) share at a subscription price equal to 70 per cent of the volume weighted average price of the Company's share on the Nasdaq First North Growth Market during the period from 21 August 2023 up to and including 1 September 2023, but not less than the quotient value of the share and not more than SEK 0.81. New subscription of shares through the exercise of the warrants of series TO2 may take place during the period from 4 September 2023 until 15 September 2023. The share premium shall be transferred to the unrestricted premium reserve. The warrants are subject to additional conditions including customary conversion conditions.
    
    
11. The new shares shall be entitled to dividends for the first time on the record date for dividends that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB. The new shares resulting from the exercise of the warrants shall be entitled to dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.

The Board of Directors, or the person appointed by the Board, is entitled to make minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office or in relation to Euroclear Sweden AB.

A resolution under this proposal is conditional upon the meeting also resolving on a directed issue of units and an amendment to the Articles of Association in accordance with the presented proposals.

Item 9 - Resolution on directed issue of units with payment by way of set-off

The shareholders propose that the meeting resolves on a directed issue of a maximum of 9,429,331 units, comprising shares and warrants of series TO2 (the "Directed Set-Off Issue"). The resolution shall otherwise be subject to the following conditions.

1. The new shares and warrants shall be issued in units. Each unit shall contain two (2) shares and one (1) warrant of series TO2.
   
   
2. The Company's share capital may be increased by a maximum of SEK 471,466.55 through the issue of a maximum of 18,858,662 shares. A maximum of 9,429,331 warrants of series TO2 shall be issued, increasing the share capital upon exercise by SEK 235,733.275.
   
   
3. In order to ensure the Company's continued survival, the Shareholders consider it necessary to strengthen the Company's balance sheet by substantially reducing the Company's liabilities. The Shareholders therefore propose that an Extraordinary General Meeting resolves to carry out the Directed Set-Off Issue to the holders of convertible debentures and creditors of the Company.
   
   The company has a convertible loan of approximately SEK 10.4 million, including interest and a shareholder loan of approximately SEK 1.9 million, including interest, which were announced via press release on May 20, 2022 and July 22, 2022 respectively. The convertible holders are long-term shareholders in the Company and members of the board and management. The lenders of the shareholder loan also consist of long-term shareholders in the Company as well as members of the board and management. All convertible holders and all lenders have undertaken, given approval at an extraordinary general meeting, to set-off their claims by participating in the Directed Set-Off Issue. In connection with the Directed Set-Off Issue, all outstanding convertibles in the Company are cancelled.
   
   The reason for the deviation from the shareholders' preferential right is to significantly reduce the Company's indebtedness, which is considered to be a prerequisite for being able to create a solid foundation for the Company to grow from and thus secure its long-term survival. Furthermore, the Directed Set-Off Issue is deemed to be a prerequisite for the Rights Issue and for the Company to obtain debt financing on better terms.
   
   The Shareholders have made an overall assessment and carefully considered the possibility of alternative transaction structures to ensure a sufficient reduction of the Company's debts, which is not deemed to be possible with self-generated funds in the near term. It has also been deemed unlikely that it would be possible to increase the size of the Rights Issue with the corresponding amount.
   
   
4. Subscription of units shall take place within three (3) days of the issue decision. The Board of Directors is entitled to extend the subscription period.
   
   
5. The subscription price shall be SEK 1.30 per unit, corresponding to SEK 0.65 per share. The warrants shall be issued free of charge. The share premium shall be transferred to the unrestricted premium reserve.
   
   The subscription price per share corresponds to a discount of 62.8 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the last five (5) trading days, from December 13, 2022 through December 19, 2022, which amounted to approximately SEK 1.75. The subscription price was determined based on the subscription price in the Rights Issue, which the Shareholders has assessed will be of decisive importance for the market's pricing of the share, especially considering the size of the Rights Issue and the financially strained position that the Company is in, and thus also for the assessment of the subscription price in the Directed Set-Off Issue in relation to current market conditions. The Shareholders' assessment is that the subscription price is a prerequisite for implementing the Directed Set-Off Issue, which in turn is a prerequisite for the implementation of the Rights Issue and for the Company to obtain debt financing on better terms
   
   
6. Subscription may only be made in units and thus not of shares and warrants separately. Allotment may only be made in units. However, after completion of the issue, the shares and warrants will be separated.
   
   
7. Payment of units shall be made by set-off. Payment by set-off shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The Board of Directors has the right to extend the payment period.
   
   
8. Each warrant of series TO2 entitles the holder to subscribe for one (1) share at a subscription price equal to 70 per cent of the volume weighted average price of the Company's share on the Nasdaq First North Growth Market during the period from 21 August 2023 up to and including 1 September 2023, but not less than the quoted share price and not more than SEK 0.81. New subscriptions of shares through the exercise of the TO2 warrants may be made during the period from 4 September 2023 to 15 September 2023. The excess price of new subscriptions of shares through the exercise of the warrants shall be added to the free share premium fund. The warrants are subject to additional conditions including customary conversion conditions.
   
   
9. The new shares shall be entitled to dividends for the first time on the record date for dividends that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB. The new shares resulting from the exercise of the warrants shall be entitled to dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.

The Board of Directors, or the person appointed by the Board, is entitled to make minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office or in relation to Euroclear Sweden AB.

A resolution under this proposal is conditional upon the meeting also resolving on a rights issue of units and an amendment to the Articles of Association in accordance with the presented proposals.

In order to be valid, a resolution under this proposal must be supported by shareholders representing at least nine tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.

Item 10 - Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted at the meeting

The Shareholders propose 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, other documents pursuant to the Companies Act and proxy forms will be made available to shareholders at the Company's offices two weeks prior to the meeting and will be sent free of charge to shareholders who request them and provide their postal address. The documents will also be published on the Company's website, www.moveaboutgroup.com, no later than the same day.

Shareholders have the right, pursuant to Chapter 7, Section 32 of the Companies Act, to request information from the Board of Directors and the CEO 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 issuance of this notice, the total number of shares and votes in the Company amounts to 27,011,983.

_____________________________

Gothenburg in December 2022
Move About Group AB
Board of Directors