The shareholders of Bambuser AB (the "Company"), reg. no 556731-3126, are hereby invited to the Extraordinary General Meeting on Tuesday, 7 September 2021. To counteract the spread of covid-19, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without the physical presence of shareholders, representatives, or outsiders and that the shareholders before the meeting shall have the opportunity to exercise their voting rights by post.
RIGHT TO ATTEND The general meeting
Shareholders who wish to participate in the meeting shall:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Monday, 30 August 2021, whereas registration of voting rights regarding nominee-registered shares that have been made no later than Wednesday, 1 September 2021 will be taken into account, and
- have registered by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote have been received by the Company no later than Monday, 6 September 2021.
Personal data collected from the share register and the notification of attendance will be used for the preparation of the voting register for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council).
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB by the latest on Monday, 30 August 2021. Such voting registration, which is temporary, must be duly effected no later than Wednesday, 1 September 2021, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.
The Board of Directors of the Company has decided that the shareholders of the Company at the Extraordinary General Meeting shall be able to exercise their voting rights by mail and email in accordance with Section 20 and Section 22 of the Swedish Act (2020:198) regarding Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For postal voting, shareholders shall use the postal voting form available on the Company's website https://bambuser.com/ir/corporate-governance/general-meeting and the Company's office.
Completed and signed form for postal voting is sent by mail to Bambuser AB, Regeringsgatan 29, 111 53 Stockholm or by e-mail to firstname.lastname@example.org. If shareholders cast a postal vote by proxy, the proxy form shall be attached to the form for postal voting. Proxy forms are provided on request and are also available on the Company's website, https://bambuser.com/ir/corporate-governance/general-meeting. If the proxy has been issued by a legal person, a copy of the registration certificate must be attached or, if such document does not exist, the corresponding document shall be attached to the postal voting form.
Shareholders may not provide the postal vote with specific instructions or conditions. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
- Election of the Chairman of the General Meeting.
- Preparation and approval of voting list.
- Election of one person to approve the minutes.
- Approval of the Board of Directors' proposed agenda.
- Determination of whether the General Meeting has been duly convened.
- Determination of the number of board members.
- Election of new board members:
- Sonia Gardner;
- Jørgen Madsen Lindemann.
- Resolution of fees for the Board of Directors.
- Closing of the General Meeting.
THE BOARD'S PROPOSAL FOR A RESOLUTION
Paragraph 1. Election of the Chairman of the General Meeting
The Board of Directors' proposes that Mats Dahlberg be elected Chairman of the General Meeting and in case of impediment to him, the person whom the Board of Directors' designates.
Paragraph 2. Preparation and approval of voting list
The voting list proposed to be approved in paragraph 2 is the voting list drawn up by the Company based on the General Meeting share register and received postal votes that have been verified and approved by the adjuster.
Paragraph 3. Election of one person to approve the minutes
The Board of Directors' proposes that one person to approve the minutes be elected and to elect Saranda Ajdini Alija to approve the minutes of the General Meeting together with the Chairman and in case of impediment to her, the person whom the Board of Directors' designates. The assignment of the person approving the minutes also includes controlling the voting list and that the postal votes received are correctly reproduced in the minutes of the General Meeting.
THE NOMINATION COMMITTEE'S PROPOSAL FOR A RESOLUTION
Paragraph 6. Determination of the number of board members
The Nomination Committee proposes that the Board of Directors should consist of seven members.
Paragraph 7 (a-b). Election of new board members
The Nomination Committee proposes that Sonia Gardner and Jørgen Madsen Lindemann be elected as new board members for the period until the next Annual General Meeting. It is noted that Alexander Macintyre, at his own request, has decided to resign as a board member. If the Meeting resolves in accordance with the Nomination Committee's proposal, the Board of Directors will consist of Joel Citron (chairman), Mikael Ahlström, Karin Karlström, Carl Kinell, Mark Lotke, Sonia Gardner and Jørgen Madsen Lindemann.
Sonia Gardner (born 1962) has a B.A in Philosophy from Clark University and a J.D. from the Cardozo School of Law. Sonia Gardner is President, Managing Partner and Co-Founder of Avenue Capital Group, a global alternative investment manager with over $11 billion in assets under management. She is the Partner in charge of managing the firm, which she co-founded with her brother in 1995. Sonia previously served as Chair of the Global Board of Directors of 100 Women in Finance, and continues to serve as Chairman Emeritus. She currently serves as a member on the Client Advisory Board of Citi Private Bank. Ms. Gardner is the United Nations Capital Development Fund (UNCDF) Goodwill Ambassador for Gender Equality in Access to Finance. Her focus is advocating for ways to give women access to economic resources to start and grow businesses, lift their families out of poverty, and help achieve the U.N.'s Sustainable Development Goals. Sonia Gardner is independent in relation to the Company and its management as well as to the Company's major shareholders.
Jørgen Madsen Lindemann (born 1966) has an upper secondary education from Gentofte Gymnasium. Jørgen Madsen Lindemann is currently a board member of Miinto Group and WaterBear Network. He has previously held roles such as the President and Chief Executive Officer of Modern Times Group MTG AB and board member of Zalando. Jørgen Madsen Lindemann is independent in relation to the Company and its management and dependent in relation to the Company's major shareholders.
The Nomination Committee assesses that Sonia Gardner and Jørgen Madsen Lindemann have competence and backgrounds that are well suited for the work of the Company's Board of Directors and that the election of Sonia Gardner and Jørgen Madsen Lindemann is well in line with the discussions held within the Nomination Committee regarding competence development and gender equality.
Paragraph 8. Resolution of fees for the board of directors
The Nomination Committee proposes, subject to new elections in accordance with item 7 above, that Sonia Gardner and Jørgen Madsen Lindemann shall receive a yearly board fee in accordance with the fee level resolved by the 2021 Annual General Meeting for Mikael Ahlström and Karin Karlström, proportional to the length of their term until the 2022 Annual General Meeting.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7, 32 and 57 §§ of the Companies Act, the Board of Directors and the Managing Director, if any shareholder so requests and the Board of Directors considers that this can be done without material harm to the Company, shall provide information about circumstances that may affect the assessment of a matter on the agenda. Requests for such information must be submitted in writing to Bambuser AB, Regeringsgatan 29, 111 53 Stockholm or by e-mail email@example.com no later than ten days prior to the Extraordinary General Meeting. The information is provided by keeping it available at the Company's address as below and on https://bambuser.com/ir/corporate-governance/general-meeting no later than five days prior to the Extraordinary General Meeting. The information is also sent within the same time period to the shareholder who request it and provided his address.
Full proposals for resolutions and other documents before the general meeting will be available at the Company's office at Regeringsgatan 29, 111 53 Stockholm and on the Company's website, https://bambuser.com/ir/corporate-governance/general-meeting, no later than two weeks before the meeting, and will be sent to shareholders who request it and provide their e-mail or postal address.
Stockholm, August 2021
The Board of Directors
Corporate Communications, Bambuser AB | +46 8 400 160 00 | firstname.lastname@example.org
Erik Penser Bank AB | +46 8 463 83 00 | email@example.com
Bambuser is a software company specializing in interactive live video streaming. The Company's primary product, Live Video Shopping, is a cloud-based software solution that is used by customers such as global e-commerce and retail businesses to host live shopping experiences on websites, mobile apps and social media. Bambuser was founded in 2007 and has its headquarters in Stockholm.
The information in this press release is such that Bambuser AB is required to publish in accordance with Nasdaq First North Growth Market - Rulebook. The information in this press release was provided by the above contact persons for publication on August 20, 2021 at 12:00 PM (CEST).
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