The shareholders of Storytel AB (publ), reg. no. 556575-2960, (the "Company"), are hereby convened to the extra general meeting to be held on Thursday 23 September 2021.
Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the extra general meeting 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 extra general meeting.
Information on the decisions of the extra general meeting will be published as soon as the outcome of the postal voting is finally compiled on 23 September 2021.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
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on the record date, which is Wednesday 15 September 2021, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the participation at the general meeting by casting their advance votes in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by poströsta.se no later than on 22 September 2021. Upon notification, the shareholder must follow the instructions at poströsta.se.
Nominee registered shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Wednesday 15 September 2021, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 17 September 2021 will be considered in preparations of the share register.
Proxy etc.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be submitted with the advance voting form and should be at the Company's disposal through poströsta.se no later than on 22 September 2021. A form proxy will be available for downloading on the Company's website www.investors.storytel.com. Please note that advance voting forms are only available at poströsta.se.
Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the Company has taken certain precautionary measures in relation to the extra general meeting. The shareholders may exercise their voting rights at the 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 poströsta.se. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company’s disposal through poströsta.se no later than on Wednesday 22 September 2021. The completed and signed form shall be sent to poströsta.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. 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 is invalid.
Further instructions and conditions is included in the form for advance voting.
Proposed agenda
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Opening of the meeting
- Election of the chair of the general meeting
- Election of one or two persons to approve the minutes
- Preparation and approval of the voting register
- Approval of the agenda for the meeting
- Determination as to of whether the meeting has been duly convened
- Determination of number of directors and deputies
- Election of and remuneration to new director
- Closing of the meeting
Proposals for resolutions:
Item 2: Election of the chair of the general meeting
The nomination committee proposes that Joakim Falkner, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 3: Election of one person to approve the minutes
The board of directors proposes that Carl Isaksson, LL.M., at Baker & McKenzie Advokatbyrå or, in his absence, the person or persons instead appointed by him, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 4: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by Euroclear Sweden AB and the advance votes received, and as verified by the person elected to approve the minutes.
Item 7: Determination of number of directors
The nomination committee proposes that the board shall consist of seven directors and no deputies.
Item 8: Election of and remuneration to new director
It is proposed that the remuneration to the Directors of the Board and the Committees resolved at the annual general meeting shall continue to apply and, if applicable, be distributed pro rata to the Chairman and board members, respectively, elected by each general meeting. Nils Janse has notified the nomination committee that he will resign in connection with the extraordinary general meeting. The nomination committee proposes that Joakim Rubin is elected as new director of the board. Stefan Blom, Helen Fasth Gillstedt, Malin Holmberg, Rustan Panday, Jonas Sjögren and Jonas Tellander remain as directors. It is further proposed that Stefan Blom is elected chairman of the board of directors.
More information about the proposed new director of the board
Name: Joakim Rubin
Ongoing assignments: Partner EQT Public Value, board member of AFRY AB and Adapteo plc.
Date of birth:1960
Number of shares owned: 0
Joakim Rubin can be regarded as independent in relation to the Company and management.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 68,281,911 shares and 68,287,626 votes divided on 635 A shares carrying 6,350 votes and 68,281,276 B shares carrying 68,281,276 votes. The Company holds no shares of its own.
Further information
Copies of the proxy form, complete proposals, including the complete articles of association, and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Tryckerigatan 4 in Stockholm and at the Company's website www.investors.storytel.com, at least two weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address. The nomination committee's complete proposal including the nomination committee's motivated opinion is available on the Company's web site www.investors.storytel.com as from today and will be sent to shareholders who request this report and provide their e-mail or postal address.
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 13 September 2021 by post to the Company's address EGM 2021 Storytel AB (publ), Attn: Sandra Forsberg, Legal Department, Box 24167, 104 51 Stockholm or by e-mail to investorrelations@storytel.com . The information will be made available at the Company’s website, www.investors.storytel.com and at the head office no later than on 18 September 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
In order to carry out the general meeting, the Company and its affiliate companies will before, in connection with and in the subsequent work of the general meeting, process your personal data. The personal data collected may be information from the share register, notice of participation at the general meeting and information on representatives and advisors who will be used for registration, preparation of the voting register for the general meeting and, if applicable, minutes of the meeting. The personal data will only be used for the extraordinary general meeting 2021. We process your personal data because it is:
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necessary in order to meet legal obligations; or
- it is in our legitimate interest, for example to maintain adequate security and order during the meeting, and that interest is not subordinate to your interest against the processing of your personal data.
Personal data may be shared with third-party suppliers such as Baker & McKenzie Law Firm for the provision of services in connection with the general meeting. For more information about how the Company and its affiliate companies treat personal data, please read the privacy policy on the Company's website: https://investors.storytel.com/en/privacy-policy-for-storytel/
If you in the notice of participation or otherwise include personal data regarding representative or advisor you are responsible for informing the representative or advisor that their personal data will be processed by the Company.
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Stockholm in September 2021
Storytel (publ)
The Board of Directors
FNCA Sweden AB is the company’s certified adviser. FNCA can be reached at info@fnca.se or +46 8 528 00 399.
For further information, please contact
Sofie Zettergren, Chief Financial Officer (CFO), Storytel
Tel: +46 70 509 98 08
Email: Sofie@storytel.com
Dan Panas, Head Global Communications & PR, Storytel
Tel: +46 70 186 52 90
Email: dan.panas@storytel.com
About Storytel
Storytel is one of the world’s largest subscribed audiobook and e-book streaming services and offers listening and reading of more than 700,000 titles on a global scale. Our vision is to make the world a more empathetic and creative place with great stories to be shared and enjoyed by anyone, anywhere and anytime. Storytel’s streaming business is conducted under the brands Storytel and Mofibo. Storytel’s publishing business area is carried out through the audiobook publisher StorySide and acclaimed Nordic publishing houses such as Norstedts, People’s and Gummerus. Storytel operates in 25 markets around the globe and is headquartered in Stockholm, Sweden.