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Notice of Annual General Meeting in myFC Holding AB (publ)

The shareholders of myFC Holding AB (publ), Reg. No. 556942-1612 (“myFC” or the “company”) are hereby summoned to the Annual General Meeting on Thursday, 2 June 2022.

In the light of the current situation regarding the coronavirus, the Board of Directors of the company has resolved that the Annual General Meeting will be held by postal voting only, in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Annual General Meeting will therefore be held without the possibility for shareholders to attend in person or through a proxy. Instead, shareholders can participate in the Annual General Meeting by voting and submitting questions in advance pursuant to the instructions described below.

Information about the resolutions passed by the Annual General Meeting will be published on Thursday, 2 June 2022, as soon as the result of the postal voting has been finally confirmed.

Right to participate

Shareholders who wish to attend the Annual General Meeting shall

  1. be registered in the share register kept by Euroclear Sweden AB as of 24 May 2022, and
  2. notify participation no later than 1 June by casting their postal vote in accordance with the instructions under the “Postal voting” below so that the postal vote is received by the company no later than that day.

Nominee-registered shares

In order to be entitled to participate in the Annual General Meeting, shareholders who have their shares nominee-registered through a bank or other nominee must, besides giving notice of their participation by submitting a postal vote, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden as of the record date on 24 May 2022. Such registration may be temporary (so called voting rights registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day following 24 May 2022 will be considered in the presentation of the share register.

Postal voting

Shareholders who wish to vote shall use a special form for postal voting available on the company’s website, www.myfc.se, and from the company at Saltmätargatan 8A, 113 59 Stockholm, Sweden. The postal voting form is valid as registration to the Annual General Meeting.

The completed and signed form must be received by the company no later than Wednesday, 1 June 2021. The completed and signed form must be sent by mail to myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm, Sweden, or by e-mail to ekonomi@myfc.se. If the shareholder is a legal entity, a certificate of incorporation or other authorization document must be enclosed with the form.

Shareholders may not provide the voting form with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.

Shareholders who wish to postal vote through proxy shall issue a written and signed power of attorney. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed. Proxy form is available on the company’s website, www.myfc.se, and shall be enclosed with the postal voting form.

Proposed agenda

  1. Election of Chairman of the Annual General Meeting
  2. Preparation and approval of voting list
  3. Election of one or two persons to attest the minutes
  4. Determination of whether the Annual General Meeting has been duly convened
  5. Approval of the agenda
  6. Submission of annual report and auditor’s report as well as consolidated accounts and consolidated auditor’s report
  7. Resolution on
  1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
  2. appropriation of the company’s result according to the adopted balance sheet; and
  3. discharge from liability for the Board members and the Chief Executive Officer
  1. Determination of the number of Board members and auditors
  2. Determination of fees to the Board members and the auditors
  3. Election of Board members and auditor
  4. Resolution on authorization for the Board of Directors to resolve upon new issues of shares, warrants and/or convertible instruments
  5. Resolution on changes in the Articles of Association
  6. Closing of the Annual General Meeting

Proposed resolutions

Item 1 – Election of Chairman of the Annual General Meeting

The Nomination Committee proposal for Chairman of the Annual General Meeting will be announced in good time prior of the Annual General Meeting.

Item 2 – Preparation and approval of voting list

The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the Chairman of the Annual General Meeting, based on the general meeting share register and received postal votes, as checked and verified by the persons attesting the minutes of the Annual General Meeting.

Item 3 – Election of one or two persons to attest the minutes

The Board of Directors proposes that one or two persons to attest the minutes, announcement will be in good time prior of the Annual General Meeting. The task of attesting the minutes also includes verifying the voting list and that the postal votes received are correctly reproduced in the minutes of the Annual General Meeting.

Item 7 b – Resolution on appropriation of the company’s result according to the adopted balance sheet

The Board of Directors proposes that no dividends be paid and that the result of the year is carried forward.

Item 8 – Determination of the number of Board members and auditors

The Nomination Committee proposal for the number of Board members will be announced in good time prior of the Annual General Meeting. It is proposed that one registered accounting firm shall be appointed as auditor.

Item 9 – Determination of fees to the Board members and the auditors

The Nomination Committee proposes that the total Board fee shall be SEK 450,000, of which SEK 150,000 to the Chairman of the Board and SEK 100,000 each to the other members of the Board of Directors. The Board fee per Board member is unchanged from the previous year. A Board member who receives remuneration from the company due to employment shall not receive Board fee, neither in the parent company nor in its subsidiaries. No remuneration for committee work is paid.

The Nomination Committee proposes that the auditor’s fees are to be paid as per approved invoice.

Item 10 – Election of Board members and auditor

The Nomination Committee proposes re-election of the Board members Johnny Bräster and Klaus Wiemers. Ulf Henning has declined re-election. The Nomination Committee’s proposal for new election of a Board member will be announced in good time prior of the Annual General Meeting. All Board members are elected for the period until the end of the next Annual General Meeting. The Nomination Committee proposal for Chairman of the Board will be announced well in advance of the Annual General Meeting.

The Nomination Committee further proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers has informed that the Authorized Public Accountant Magnus Lagerberg will be appointed auditor in charge.

Item 11 – Resolution on authorization for the Board of Directors to resolve upon new issues of shares, warrants and/or convertible instruments

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or several occasions during the period until the next Annual General Meeting, to resolve upon new issues of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. Payment may, in addition to cash, be made in kind or by set-off, or otherwise subject to conditions.

The reason for any deviation from the preferential right shall be to enable the company to issue shares, warrants and/or convertible instruments as payment in connection with agreements on company acquisitions and to meet the company's capital needs and to increase the company's financial flexibility, or alternatively to raise capital for such acquisitions or otherwise seek external financing. An issue that takes place with a deviation from the shareholders’ preferential rights shall be made on market terms.

The Board of Directors, or the person appointed by the Board of Directors, is authorized to make the minor adjustments to the Annual General Meeting’s resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 12 – Resolution on changes in the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to change the Articles of Association. The suggested changes of Articles of Association are displayed below.

Current wording Purposed wording
§ 4 The share capital shall amount to a minimum of 3,508,772 and a maximum of SEK 14,035,088. § 4 The share capital shall amount to a minimum of 3,508,772 7,017,545 and a maximum of SEK 14,035,088 28,071,178.
§ 5 The number of shares shall be at least 60,000,000 and a maximum of 240,000,000. All shares are of the same type. § 5 The number of shares shall be at least 60,000,000 120,000,000 and a maximum of 240,000,000 480,000,000. All shares are of the same type.

Other information

Majority requirements

Resolution by the Annual General Meeting in accordance with item 11 and 12 above must be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 174,790,218. The company holds no treasury shares.

Information on the Annual General Meeting

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiary’s financial position and the company’s relationship with other group companies.

As the Annual General Meeting will be conducted without physical meeting, requests for information must be submitted in writing by mail to the address myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm or by e-mail to ekonomi@myfc.se no later than 23 May 2022. Such information will be provided by being held available from the company at the address myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm and on the company’s website, www.myfc.se, no later than 28 May 2022. The information will also be sent within the same time to the shareholders who so request and provide their postal or e-mail address.

Available documents

Accounting documents and accompanying auditor’s reports as well as other documentation under the Swedish Companies Act will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, www.myfc.se, and submitted at the Annual General Meeting.

Copies of the documents will also be sent to shareholders who so request and provide their postal address.

Processing of personal data

For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

myFC Holding AB (publ)

Stockholm in May 2022