INFORMATION RELATED TO COVID-19
Due to the extraordinary situation that prevails as a result of the covid-19 pandemic, the EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM; it will be an EGM without physical participation.
The Company welcomes all shareholders to exercise their voting rights at the EGM by advance voting in the order described below. Information about the resolutions adopted at the EGM will be published on 11 June 2021 as soon as the outcome of the vote is finally compiled.
RIGHT TO PARTICIPATE AND NOTIFICATION
A shareholder who is entered in the share register maintained by Euroclear Sweden AB for the Company no later than Thursday 3 June 2021, and who has notified the Company of its intention to participate at the EGM by casting its advance vote to the Company no later than on Thursday 10 June 2021, has a right to participate at the EGM. See below for further information on advance voting.
In order to be entitled to participate at the EGM through advance voting, shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Monday 7 June 2021, at which time the re-registration must have been made.
The shareholders may exercise their voting rights at the extraordinary general meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.smarteye.se. The advance voting form is considered as the notification of attendance to the extraordinary general meeting. The completed voting form must be submitted to the Company no later than Thursday 10 June 2021.
The completed and signed form shall be sent to ”Extraordinary General Meeting 2021”, Smart Eye Aktiebolag (publ), Attn. Anders Lyrheden, Första Långgatan 28 B, SE-413 27, Gothenburg, Sweden. A completed form may also be submitted by e-mail and is to be sent to [email protected]. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. Forms for proxy are available at the Company’s website, www.smarteye.se, and will be sent free of charge to those shareholders who so request and state their postal address or e-mail address. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
- Election of Chairman at the extraordinary general meeting.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Preparation and approval of the voting list.
- Determination as to whether the extraordinary general meeting has been duly convened.
- Resolution to authorise the Board to resolve on new share issues.
Proposed resolution on the election of a Chairman at the meeting (item 1)
The Nomination Committee proposes that the Chairman of the Board Anders Jöfelt, or, if he has an impediment to attend, the person proposed by the Board, is appointed Chairman at the EGM.
Proposed resolution of the election of one or two persons to approve the minutes (item 3)
Linda Jöfelt and Per Sörner, or, in the event that one or both of them has an impediment to attend, the person or persons proposed by the Board, are appointed to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes at the EGM also includes controlling the voting list and that the received advance votes are correctly presented in the minutes.
Proposed resolution on the preparation and approval of the voting list (item 4)
The voting list proposed to be approved is the voting list prepared by the Company, based on the shareholders’ register for the general meeting and the advance votes received, and as verified by the persons elected to approve the minutes.
Beslut om bemyndigande för styrelsen att emittera aktier med anledning av förvärvat av Affectiva (punkt 6)
As announced through a press release on 25 May 2021, the Company has entered into an agreement to acquire all shares in Affectiva Inc., a Delaware corporation (”Affectiva”). The purchase price for the shares in Affectiva shall for the majority part be paid through newly issued shares in the Company and the remaining part in cash.
The Board proposes that the extraordinary general meeting resolves to authorise the Board to, for the period until the end of the next annual general meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new share issues to finance the part of the purchase price for the acquisition of Affectiva that is to be paid through newly issued shares in the Company.
An issue is to be carried out by contribution in kind or set-off. An issue may only take place on the terms agreed between the parties in the agreement regarding the acquisition of the shares in Affectiva. Deviation from the shareholders’ preferential rights may only take place in connection with the acquisition of Affectiva and the reason for the deviation from the shareholders’ preferential rights is to pay the purchase price regarding the acquisition of Affectiva.
SPECIAL MAJORITY REQUIREMENT
For valid resolution in accordance with item 6 above, it is required that the proposal is supported by at least two thirds (2/3) of the shares represented and votes cast at the extraordinary general meeting.
NUMBER OF SHARES AND VOTES
The number of shares and votes in the Company amounts to 17,772,231 per the day for the issuance of this notice. All shares are of the same class. The Company does not hold any treasury shares.
Documents according the Companies Act are available at the Company and at the Company’s website, www.smarteye.se, and will be sent to those shareholders who so request and state their postal address or e-mail address.
INFORMATION AT THE EXTRAORDINARY GENERAL MEETING
The Board of Directors and the CEO shall, if requested by a shareholder, and if the Board believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda. A request for such information shall be made in writing to ”Extraordinary General Meeting 2021”, Smart Eye Aktiebolag (publ), Attn. Anders Lyrheden, Första Långgatan 28 B, SE-413 27, Gothenburg, Sweden, or by e-mail to [email protected], no later than Tuesday 1 June 2021. The information will be made available at the Company’s premises on Första Långgatan 28 B, SE-413 27, Gothenburg, Sweden and on www.smarteye.se on Sunday 6 June 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who so request and state their postal address or e-mail address.
PROCESSSING OF PERSONAL DATA
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in May 2021
Smart Eye Aktiebolag (publ)
The Board of Directors