The shareholders in myFC Holding AB (publ), org. No. 556942-1612 (the “Company”), are hereby summoned to an Extraordinary General Meeting on Wednesday, March 3, 2021 at 10:00 in the company's premises, Saltmätargatan 8A 2nd floor, 113 59 Stockholm.
In order to participate in the Extraordinary General Meeting, shareholders must be entered in the share register kept by Euroclear Sweden AB on Tuesday, February 23, 2021. Furthermore, shareholders who wish to attend the Extraordinary General Meeting must notify the company no later than Thursday, February 25, 2021. Registration is done as follows:
• by post: myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm,
• by e-mail: firstname.lastname@example.org, or
• by phone: +46 70 555 35 54.
The notification must state name / company name, personal or organization number, address, daytime telephone number and shareholding, as well as information on any proxies or assistants. Shareholders may bring a maximum of two assistants, provided that they are reported as above.
In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have their shares nominee-registered through a bank or other nominee must, in addition to registering for the Extraordinary General Meeting, have the shares registered in their own name in order to be registered in the share register kept by Euroclear Sweden AB by the record date on 23 February 2021. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines at such time in advance as determined by the nominee. Voting rights registrations made no later than the second banking day after 23 February 2021 are taken into account in the production of the share register.
Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy. The power of attorney may not be issued earlier than one year before the day of the Extraordinary General Meeting, unless the power of attorney states a longer period of validity, however, no longer than five years from the time of issue. The original power of attorney as well as registration certificate and other authorization documents showing an authorized representative should be received by the company at the above address no later than 25 February 2021.
Proxy forms are available on the company's website, www.myfc.se and are sent on request to shareholders who state their postal address.
Due to the ongoing spread of the virus that causes covid-19 (the coronavirus), the Board has, in accordance with the Act (2020: 198) on temporary exemptions to facilitate the conduct of general and association meetings (Sw; lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), decided that shareholders should be able to exercise their voting rights by post before the Extraordinary General Meeting.
Information about postal voting and forms for postal voting will be available on the company's website, www.myfc.se, for at least one week before the Extraordinary General Meeting.
1) Opening of the Extraordinary General Meeting
2) Election of chairman of the Extraordinary General Meeting
3) Establishment and approval of the voting list
4) Election of one or two persons who shall attest the Minutes of Meeting
5) Determination of whether the Extraordinary General Meeting has been duly convened
6) Approval of agenda
7) Election of number of board members
8) Decision on board fees
9) Election of a board member
10) Closing of the Extraordinary General Meeting
The Nomination Committee proposes that the Extraordinary General Meeting resolves that the number of Board members for the period until the end of the next Annual General Meeting shall be four (4).
This resolution is conditional on the Extraordinary General Meeting resolving in accordance with the proposals in items 8 and 9.
The Nomination Committee proposes that fees to the Board members, in accordance with a decision at the company's Annual General Meeting 2020, shall amount to a total of 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.
The board fee is unchanged in relation to the decision on board fees made at the company's Annual General Meeting 2020, however, such annual fees will be paid pro rata in relation to the length of the assignment period.
This resolution is conditional on the Extraordinary General Meeting resolving in accordance with the proposals in items 7 and 9.
The Nomination Committee proposes that the Extraordinary General Meeting resolves to elect Ulf Henning as a Board member for the period until the end of the next Annual General Meeting. The Nomination Committee further proposes that Ulf Henning be elected Chairman of the Board.
If the Extraordinary General Meeting resolves in accordance with the proposal, the Board will for the period until the end of the next Annual General Meeting consist of Ulf Henning, Alexander Guy, Johnny Bräster and Klaus Wiemers.
It is noted that Markus Hermanek has resigned as Chairman of the Board and a member of the Board. Information about Ulf Henning below.
Position: CFO of the company 2014-2020. Since 2021, Ulf has been working as a consultant in financial matters and supporting the company until a new CFO is in place.
Other assignments: Board member of myFC AB. External signatory in the company.
Previous assignments during the last five years: External signatory in myFC AB.
Other experience: Ulf has extensive experience from senior positions in various companies. During the period 2007-2012, he worked as CFO of eWork and was involved in listing the company on Stockholm OMX. Ulf has also worked within the MTG group, where he was employed as CEO of one of the subsidiaries for nine years. Ulf has board experience from a number of subsidiaries of eWork. Ulf has a Master of Economics degree from the Stockholm School of Economics.
Shareholding in myFC: 266,285
Option holding in myFC: 113,904 options that can give a maximum of 56,952 shares
Independent in relation to myFC and its senior executives: No.
Independent in relation to major shareholders: Yes
This resolution is conditional on the Extraordinary General Meeting resolving in accordance with the proposals in items 7 and 8.
The Nomination Committee's complete proposal appears from this notice which is available at the company and on its website, www.myfc.se. Copies of these documents will be sent to the shareholders who request it and state their postal address, and will be available at the Extraordinary General Meeting.
At the time of issuing this notice, the total number of shares and votes in the company amounts to 160,191,818. The company does not hold any own shares.
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors considers that this can be done without significant damage to the company, at the Extraordinary General Meeting provide information on circumstances that may affect the assessment of a matter on the agenda.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
myFC Holding AB (publ)
Stockholm in February 2021