Published: 2015-03-17 13:13:25 CET
TrustBuddy AB
Notice to convene annual general meeting

ANNUAL GENERAL MEETING FOR TRUSTBUDDY AB (PUBL)

The shareholders of TrustBuddy AB (publ), corporate registration number 556794-5083, are hereby notified of the annual general meeting at the offices of Setterwalls law firm on Arsenalsgatan 6, in Stockholm, Sweden, on Wednesday, 15 April 2015, at 4:00 pm.

Right to participate and registration

Shareholders who are registered in the company’s share register maintained by Euroclear Sweden AB by 9 April 2015, and who have notified the company of their intent to participate by no later than 9 April 2015, preferably before 4:00 pm, are entitled to participate in the annual general meeting.

Notification can be submitted to the company by regular mail addressed: TrustBuddy AB (publ), Biblioteksgatan 9, SE-111 46 Stockholm, Sweden; or by email: info@trustbuddy.com. Notification should include the shareholder’s name, personal identity number or corporate registration number, address and daytime telephone number, and, where applicable, the name of any advisors, proxies or deputies.

Trustee-registered shares

To be entitled to participate in the meeting, shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own name. Shareholders who would like to re-register their shares, which is known as voting registration, must request that their trustee carry this action out well in advance of 9 April 2015, the date by which it must be completed.

Proxies

Shareholders who are to be represented by proxy must complete a written power of attorney form that is signed and dated. If the power of attorney form is completed by a legal person, a certified copy of the valid registration certificate for the legal person (or corresponding document for foreign legal persons) must be attached to the power of attorney form. The date on the power of attorney form cannot be more than one year old, unless a longer validity period has been listed on the power of attorney form (though no more than five years).

To facilitate the registration process, the original power of attorney form and the registration certificate, as well as any other authorisation material, should be made available to the company at the aforementioned address well in advance of the meeting.

Proposed agenda

1)      Election of chairman of the meeting.;

2)      Preparation and approval of the list of shareholders entitled to vote at the meeting;

3)      Approval of the agenda;

4)      Election of one or two officers;

5)      Determination of whether the meeting has been duly convened;

6)      Presentation of the annual report and the auditors’ report, and, where applicable, the consolidated financial report and auditors’ report on the consolidated financial report;

7)      Resolutions

(a)        concerning the adoption of the income statement and balance sheet, and, where applicable, of the consolidated income statement and consolidated balance sheet,

(b)        concerning the disposition to be made of the company’s profit or loss as shown in the balance sheet adopted by the meeting,

(c)        concerning the discharge of the board of directors and the CEO from personal liability where applicable;

8)      Determination of the fees paid to the board members and, where applicable, the auditors;

9)      Election of the board of directors, and, where applicable, the auditing firm or auditors, as well as any deputy auditors;

  1. Amendment of the terms and conditions governing warrants 2014/2017 (Series I)
  2. Amendment of the terms and conditions governing warrants 2014/2017 (Series II)

12)   Other business to be addressed by the meeting in accordance with the Swedish Companies Act or the Articles of Association.

 

Motions

Resolution concerning the disposition of the company’s profit or loss as shown in the balance sheet adopted by the meeting (item 7b)

The board proposes that the company’s profit be allocated pursuant to the proposal stipulated in the report of the board of directors.

Determination of the fees paid to the board members and, where applicable, the auditors (item 8)

The shareholder JAC Invest AS, representing 6.74 per cent of the total number of shares in the company, proposes that an annual fee of SEK 350,000 be paid to the chairman, and of SEK 100,000 to each of the other board members. It is proposed that the auditors be remunerated in return for approved invoices.

Election of a new board of directors (item 9)

The shareholder JAC Invest AS proposes that the shareholders’ meeting resolve that the board of directors, for the period until the next annual general meeting, consist of four members with no deputies, and comprise Simon Nathanson, Tove Mette Dramstad, Søren Brinkmann and Torsten Örtengren (all re-elected). Simon Nathanson is proposed as the chairman of the board. It is proposed that a registered auditing firm, comprising the auditing firm of KPMG AB, be appointed as the auditor (re-elected).

Amendment of the terms and conditions governing warrants 2014/2017 (Series I) (item 10)

The shareholder JAC Invest AS proposes that the shareholders’ meeting resolve that the terms and conditions governing the current options programme, warrants 2014/2017 (Series I), which is geared toward the Group’s senior executives, be amended so that the subscription price for each new share that is subscribed for is adjusted from SEK 1.50 to 123 per cent of the average market price on Nasdaq First North during the period from 20 April 2015 through 24 April 2015.

A resolution on the issuance of warrants was adopted at the extraordinary shareholders’ meeting in the company on 22 December 2014. The warrants were subscribed for by a subsidiary to the company. The warrants have not been transferred to any senior executives to date.

The aim of the motion is to maintain the capacity to retain and recruit skilled personnel to the Group, and to increase motivation among the staff. The proposer of the motion believes that an adjustment of the terms and conditions as above would benefit the Group and the company’s shareholders.

Amendment of the terms and conditions governing warrants 2014/2017 (Series II) (item 11)

The shareholder JAC Invest AS proposes that the shareholders’ meeting resolve that the terms and conditions governing the current options programme, warrants 2014/2017 (Series II), which is geared toward the company’s board members, be amended so that the subscription price for each new share that is subscribed for is adjusted from SEK 1.50 to 123 per cent of the average market price on Nasdaq First North during the period from 20 April 2015 through 24 April 2015.

A resolution on the issuance of warrants was adopted at the extraordinary shareholders’ meeting in the company on 22 December 2014. The warrants were subscribed for by a subsidiary to the company. The warrants have not been transferred to any board members to date.

The proposer of the motion believes that an adjustment of the terms and conditions as above would benefit the Group and the company’s shareholders.

Other information

As of 18 March 2015, the total number of shares and votes in the company amounted to 405,546,722. The company does not hold any of its own shares.

Special resolution majority

Valid resolution of items 10 and 11 requires the motions to be approved by shareholders representing at least nine-tenths of both the listed votes and the shares represented at the meeting.

Meeting documentation

The annual report and the auditors’ report for the 2014 fiscal year will be available by no later than 1 April 2015 at the company’s offices on Biblioteksgatan 9 in Stockholm, and on the company’s website and be sent free of charge upon request to shareholders who provide the company with their address.

Disclosures at the annual general meeting

If any shareholder so requests and if the board deems that it can be done without causing material harm to the company, the board and the CEO must disclose any circumstances that may influence the deliberation of an item on the agenda. Shareholders who would like to submit questions in advance may do so to the aforementioned address.

____________________

Stockholm, March 2015

TRUSTBUDDY AB (PUBL)

Board of Directors

 


Annual_general_meeting_for_trustbuddy_2015_eng.pdf