Notice to annual general meeting

ByWhite Pearl

The shareholders of DS Plattformen AB (publ), reg. no. 556939-8752 (the “Company”), are hereby convened to the annual general meeting (the “AGM”) on Tuesday, April 11, 2023, at 11:00 a.m. CEST at the office of KANTER Advokatbyrå, Engelbrektsgatan 3, 111 84 Stockholm, Sweden. The entrance door to the meeting room opens at 10:30 a.m. CEST.

RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY

Shareholders who wish to participate in the AGM must

  • be registered as shareholders in the register of shareholders maintained by Euroclear Sweden AB on Thursday, March 30, 2023, and
  • notify the Company of their intention to attend the AGM no later than on Monday, April 3, 2023, in writing to DS Plattformen AB (publ), Kungsgatan 29, 9th floor, 111 56 Stockholm, Sweden, or by e-mail to [email protected].

In the notification the shareholders shall state their name/company name, personal identity number/registration number, address, telephone number during the day, registered holding of shares and, where applicable, information regarding representatives, proxy holders and assistants. The number of assistants may be a maximum of two.

Shareholders may exercise their voting right at the AGM through a proxy holder with a written and dated power of attorney which is signed by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached to the notification. The power of attorney cannot be older than one year, however, the power of attorney may be up to five years provided that such longer period of validity is specifically stated in the power of attorney. The power of attorney and any certificate of registration or equivalent must be received by the Company under the abovementioned address well in advance before the AGM. A proxy form will be made available on the Company’s website, www.dsplattformen.se and can also be obtained from the Company on the address set out above.

In order to have the right to participate in the AGM, shareholders who have their shares registered in the name of a nominee must, in addition to notifying the Company of their participation, have the shares re-registered in their own name so that the shareholder is entered into the register of shareholders no later than on March 30, 2023. Such registration (so-called voting rights registration) can be temporarily and the shareholder must request the nominee to effect such voting rights registration well in advance before the AGM. Voting rights registrations made on April 3, 2023 at the latest will be taken into account when preparing the share register.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders present at the AGM have the right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551).

PROPOSED AGENDA

  1. Opening of the AGM
  2. Election of the chair of the AGM
  3. Preparation and approval of the list of shareholders entitled to vote at the AGM
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes of the AGM
  6. Determination of whether the AGM has been duly convened
  7. Presentation of the annual report and the audit report
  8. Resolution regarding:
    1. adoption of the income statement and the balance sheet
    2. dispositions in respect of the Company’s profit or loss pursuant to the adopted balance sheet
    3. discharge from liability of the board of directors and the CEO
  9. Approval of the acquisition of Whitepearl Holdings Limited
  10. Resolution regarding
    1. directed issue of new shares,
    2. amendment of the limits of the number of shares stated in the articles of association, and
    3. reverse share split
  11. Resolution regarding
    1. amending the limits of the share capital and the number of shares stated in the articles of association, and
    2. directed issue of new shares of series B to be paid by set-off
  12. Resolution regarding
    1. amendment of the limits of the share capital stated in the articles of association, and
    2. reduction of the share capital without retirement of shares
  13. Resolution regarding adoption of new articles of association
  14. Determination of fees payable to the board of directors and the auditor
  15. Determination of the number of members of the board of directors and auditors
  16. Election of:
    1. Board of directors
    2. Auditor
  17. Resolution regarding authorization for the board of directors to increase the share capital through issuance of new shares, warrants and/or convertible debentures
  18. Resolution to revoke profit distribution resolution of shares in Medicortex Oy
  19. Closing of the AGM

PROPOSED RESOLUTIONS  

Election of the chair of the AGM (item 2)

The board of directors proposes that Jacob Dalborg, chair of the board of directors, is elected as the chair of the AGM.

Resolution regarding dispositions in respect of the Company’s profit or loss pursuant to the adopted balance sheet (item 8.b)

The board of directors proposes that no dividend shall be distributed for the fiscal year 2022 and that available funds will be carried forward into new account.

Resolution regarding approval of the acquisition of Whitepearl Holdings Limited (item 9)

The board of directors proposes that the AGM resolves to approve the acquisition of Whitepearl Holdings Limited, reg. no. 219746, a limited liability company formed at Jebel Ali Free Zone, Dubai, United Arab Emirates in accordance with the press release made public by the Company on December 21, 2022, and in accordance with the company description (the “Company Description“) prepared by the Company due to the application of listing on Nasdaq First North Growth Market and which will be kept available on the Company’s website ahead of the AGM (the “Transaction“). Information regarding capitalization and indebtedness included in the Company Description that will be presented before the AGM will be updated and made public before the first day of trading on Nasdaq First North Growth Market.

Following completion of the Transaction and based on the ownership structure as of today, the two largest owners of Whitepearl Holdings Limited, Webbleton Holdings Ltd and Bendflow Pty Ltd, will each hold approximately 29.31 percent of the share capital and the total number of shares and approximately 29.03 percent of the total number of votes in the Company. The Transaction is conditional upon that said shareholders, if applicable as a result of ownership changes within Whitepearl Holdings Limited during the time until completion of the Transaction, receives an exemption from the obligation to make a takeover bid from the Swedish Securities Council. Pursuant to a ruling from the Swedish Securities Council on December 17, 2022, each of Webbleton Holdings Ltd and Bendflow Pty Ltd has been granted an exemption up to a holding of approximately 31 percent of the total number of shares and votes in the Company after completion of the Transaction (corresponding to the ownership percentages foreseen based on the ownership structure at such time). On the day of this notice, said shareholders in Whitepearl Holdings Limited do not own any shares in the Company and will not acquire any shares in the Company before the Transaction has been completed, meaning that they will not participate in the resolution of the AGM.  

The resolution of the AGM is valid only if it is supported by shareholders with at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.

Resolution regarding directed issue of new shares, amendment of the limits of the number of shares stated in the articles of association, and reverse share split (Item 10.a – c)

The board of directors proposes that the AGM resolves on a (a) directed issue of new shares, (b) amendment of the limits of the number of shares stated in the articles of association, and (c) reverse share split (including the newly issued shares according to item (a)) in accordance with what is stated below. The proposals shall be considered as one proposal and therefore be adopted by the AGM as one resolution.

Directed issue of new shares (Item 10.a)

To achieve a number of shares in the Company that is evenly divisible by 15, in order to enable the reverse share split according to item (c) below, it is proposed that the general meeting resolve on a new issue of shares with deviation from the shareholders’ pre-emption rights. The resolution shall be governed by the following terms and conditions.

  1. The issue shall entail an increase in the Company’s share capital of SEK 0.0333 through the issuance of 3 new shares of series A, and SEK 0.1554 through the issuance of 14 new shares of series B, each share with a quota value of SEK 0.0111.
  2. The right to subscribe for the new shares of series A and B shall, with deviation from the shareholders’ pre-emption rights, vest in BGL Management Aktiebolag, reg. no. 556352-6028. The reason for not applying the shareholders’ pre-emption rights is that it is a new issue of shares with a very limited value which sole purpose is to ensure that the total number of shares in the Company within each share series is evenly divisible by 15.
  3. A subscription price of SEK 12.93 shall be paid for each new share. The share premium shall be transferred to the unrestricted premium reserve. The subscription price corresponds to the theoretical value per share, as calculated by the board of directors, after the implementation of the various transactions that are proposed to be approved at the AGM.
  4. Subscription shall take place on a subscription list provided by the Company as soon as possible and at the latest three (3) banking days after the resolution of the AGM. Payment for the shares subscribed for shall be made to an account designated by the Company in connection with the resolution regarding allotment and at the latest five (5) banking days after the resolution of the AGM. The board of directors shall be entitled to extend the subscription period and the time for payment.
  5. The new shares shall entitle the holder to dividend as from the date of the record date for that dividend that is resolved on closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
  6. The new shares of series A shall be subject to the conversion clause in the articles of association.

Amendment of the limits of the number of shares stated in the articles of association (Item 10.b)

In order to enable the reverse share split proposed in accordance with Item (c) below, it is proposed that the AGM resolves to amend the limits of the number of shares stated in the articles of association (§5) from “no less than  25,000,000 and no more than 100,000,000” to “no less than 3,000,000 and no more than 12,000,000” and that the limits for respective share series shall be amended from “up to 1,100,000 shares of series A and up to 100,000,000 shares of series B” to “up to 132,000 shares of series A and up to 12,000,000 shares of series B”.

Reverse share split (Item 10.c)

In order to achieve an appropriate number of shares for the Company, the board of directors proposes that the AGM resolves on a reverse share split of the Company’s shares (1:15), whereby the number of shares in the Company is reduced by consolidating 15 shares within each share series into one share. The board of directors shall be authorized to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and take the other measures required for the implementation of the reverse share split. If a shareholder’s holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by 15, this shareholder will receive from a guarantor (the “Guarantor”), on behalf of the Company, free of charge, so many shares of series A or series B, that his/her/its holding, after addition of the shares provided by the Guarantor, will be evenly divisible by 15, so-called rounding upwards. The resolution is conditional upon the Guarantor, prior to the consolidation, contributing shares free of charge to those shareholders whose number of shares is not evenly divisible by 15. The value of such balancing shares is deemed to be negligible and the cost shall be borne by the Guarantor.

The implementation of the reverse share split will result in the total number of shares being reduced from a total of 45,091,875 shares (after registration of the new shares that are proposed to be issued according to item (a) above) of which 373,335 shares of series A and 44,718,540 shares of series B to a total of 3,006,125 shares, of which 24,889 are shares of series A and 2,981,236 are shares of series B.

The share capital will (after registration of the share issue according to item (a) above) amount to SEK 500,519.8125, as a result of which the share’s quota value through the consolidation will increases from SEK 0.0111 to SEK 0.1665.

The proposed directed issue of new shares according to item (a) above is subject to the provisions in Chapter 16 of the Swedish Companies Act (2005:551), why a valid resolution requires that the proposal is supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 10.a – c that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding amendment of the limits of the share capital and the number of shares stated in the articles of association and directed issue of new shares to be paid by set-off (Item 11.a – b)

The board of directors proposes that the AGM resolves on a (a) amendment of the limits of the share capital and the number of shares stated in the articles of association, and (b) directed share issue to be paid by set-off in accordance with what is stated below. The proposals shall be considered as one proposal and therefore adopted by the AGM as one resolution.

Amendment of the limits of the share capital and the number of shares stated in the articles of association (Item 11.a)

In order to enable the directed share issue according to Item (b) below the board of directors proposes that the AGM resolves to amend the limits of the share capital in the articles of association (§4) from “not less than SEK 500,000 and not more than SEK 2,000,000” to “not less than SEK 3,500,000 and not more than SEK 14,000,000” and amendment of the number of shares stated in the articles of association (§5) from “no less than 3,000,000 and no more than 12,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed under Item 10 (b) above) to “no less than 22,750,000 and no more than 91,000,000” to and that the limits for respective share series shall be amended from “up to 132,000 shares of series A and up to 12,000,000 shares of series B” (after registration of the resolution regarding the amendment of the articles of association as proposed on the item above on the agenda) to “up to 1,001,000 shares of series A and up to 91,000,000 shares of series B”.

Directed issue of shares of series B to be paid by set-off (Item 11.b)

The board of directors proposes that the AGM resolves on a directed share issue in respect of not more than 20,117,913 shares of series B, entailing an increase in the share capital of not more than SEK 3,349,632.5145 (the calculation of the highest share capital increase is based on the quota value that will apply to the shares after registration with the Swedish Companies Registration Office of the previous resolutions in the proposed agenda). The resolution shall otherwise be governed by the following terms and conditions.

  1. The right to subscribe for the new shares of series B shall vest in shareholders of Whitepearl Holdings Limited in accordance with an agreement with the so-called nominee shareholder. The reason for not applying the shareholders’ pre-emption rights is to enable the acquisition of Whitepearl Holdings Limited.
  2. A subscription price of SEK 12.93 (rounded to two decimals and based on the exchange rate USD/SEK 10.4064 as of December 20, 2022) shall be paid for each share of series B subscribed for. The basis for the subscription price is the theoretical value of the share, as calculated by the board of directors, after the implementation of the various transactions that are proposed to be approved at the AGM and after the execution of the acquisition of Whitepearl Holdings Limited. Payment shall be made by set-off of a claim.
  3. The share premium shall be transferred to the unrestricted premium reserve.
  4. Subscription for the newly-issued shares shall take place on a separate subscription list within 45 calendar days from the date of the resolution to issue new shares.
  5. Payment for the shares of series B shall be made at the time of subscription by signing the subscription list, however, no later than within 60 calendar days from the date of the resolution to issue new shares.
  6. The board of directors shall be entitled to extend the subscription period and the time for payment.
  7. The new shares of series B entitle the holder to a dividend as from the date of the record date for that dividend that is resolved on closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

The resolution of the AGM according to the board of directors’ proposal under item 11.a – b is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 11.a – b that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding amendment of the limits of the share capital stated in the articles of association, and reduction of the share capital without retirement of shares (Item 12.a – b)

The board of directors proposes that the AGM resolves on (a) an amendment of the limits of the share capital stated in the articles of association, and (b) a reduction of the share capital without retirement of shares in accordance with what is stated below. The proposals shall be considered as one proposal and therefore adopted by the AGM as one resolution.

Amendment of the limits of the share capital stated in the articles of association (Item 12.a)

In order to enable the reduction of the share capital without retirement of shares in accordance with item (b) below it is proposed that the AGM resolves to amend the limits of the share capital stated in the articles of association (§4) from “not less than SEK 3,500,000 and not more than SEK 14,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed above in the agenda) to “not less than SEK 500,500 and not more than SEK 2,002,000”.

Reduction of the share capital without retirement of shares (Item 12.b)

The board of directors proposes that the AGM resolves that the Company’s share capital shall decrease with SEK 3,341,423.491. The reduction shall be carried out without retirement of shares entailing that the shares quota value will change from SEK 0.1665 (after registration with the Swedish Companies Registration Office of the previous resolution on the proposed agenda) to SEK 0.022 per share. The purpose of the decrease is allocation to unrestricted equity. The proposal has been submitted with the aim of adjusting the quota value and reducing the increase in share capital as a result of the various increases in share capital proposed under the previous items on the agenda.

Conditions etc.

The resolution of the AGM according to this Item 12.b is conditional on the AGM resolving in accordance with the board of directors’ proposal set out in Item 11.b above, and a consequent increase in share capital that at least corresponds to the proposed reduction, which has the effect that neither the Company’s restricted equity nor share capital is reduced as a result of the proposed reduction of the share capital.

Purpose and statement according to Chapter 20 Section 13 of the Swedish Companies Act

The board of directors submits the following statement in accordance with Chapter 20 Section 13 of the Swedish Companies Act.

A resolution on the reduction of the share capital according to Item 12.b can be carried out without permission from the Swedish Companies Registration Office because the resolution is conditional upon that the Company simultaneously carries out a directed issue of new shares which will result in that neither the Company’s restricted equity nor its share capital will be reduced. The directed issue of new shares according to item 11.b will increase the Company’s share capital by a maximum of SEK 3,349,632.5145. The reduction will affect the Company’s restricted equity and share capital by reducing the Company’s share capital by SEK 3,341,423.491.

The resolution of the AGM according to the board of directors’ proposal under items 12.a – b is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 12.a – b that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding adoption of new articles of association (Item 13)

In order to reflect the changes that will take place in the Company’s operations as a result of the proposed acquisition of Whitepearl Holdings Limited, the board of directors proposes further changes to the articles of association, i.e. in addition to the various changes regarding the limits of the share capital and the number of shares proposed above in the agenda, through a decision on the adoption of a new articles of association including changes to the Company name, object of the Company’s business and matters to be addressed at annual general meetings (§§ 1, 3 and 9).

The board of directors proposes that the AGM resolves on the adoption of new articles of association with the following changes (i.e. in addition to the various changes regarding the limits of the share capital and the number of shares proposed above in the agenda).

1 §

Company name  

 

Present wording

Proposed wording

 

 

The name of the company is DS Plattformen AB. The company is a public company (publ).

The name of the company is White Pearl Technology Group AB. The company is a public company (publ).

3 §

Object of the company’s business

 

Present wording

Proposed wording

 

 

The objects of the company’s business are to own and manage immovable and movable property as well as consulting in economics and finance and related activities.

The objects of the company’s business are to, directly and indirectly, own and manage immovable property, develop and sell IT applications, provide IT solutions and IT consultancy, as well as other activities compatible therewith.

§ 9

Matters to be addressed at annual general meetings

 

Present wording

Proposed wording

 

The following matters shall be addressed at annual general meetings.

1. Election of chairman of the meeting

2. Preparation and approval of the voting list

3. Election of one or two persons who shall approve the minutes of the meeting.

4. Determination of whether the meeting has been duly convened

5. Approval of the agenda

6. Submission of the annual report and the auditors’ report

7. Resolution regarding

a. adoption of the profit and loss statement and the balance sheet

b. Allocation of the company’s profit or loss according to the adopted balance sheet.  

c. Members of the board of directors’ and the managing director’s discharge from liability.

8. Determination of fees payable to the members of the board of directors and the auditors.

9. Election of

a. members of the board of directors and any deputies

b. Auditors when this should happen

10. Other matters which are set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) or the company’s articles of association.

The following matters shall be addressed at annual general meetings.

1. Election of chairman of the meeting.

2. Preparation and approval of the voting list.                          

3. Approval of the agenda.          

4. Election of one or two persons who shall approve the minutes of the meeting.                          

5. Determination of whether the meeting has been duly convened

6. Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group

7. Resolution regarding the adoption of the profit and loss statement and the balance sheet and, when applicable, the consolidated profit and loss statement and the consolidated balance sheet        

8. Resolution regarding allocation of the company’s profit or loss according to the adopted balance sheet                

9. Resolution regarding the members of the board of directors’ and the managing director’s discharge from liability

10. Determination of fees payable to the members of the board of directors and the auditors.

11. Election of members of the board of directors and auditors.  

12. Other matters which are set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) or the company’s articles of association.

The resolution of the AGM according to this Item 13 is conditional on the AGM resolving in accordance with the board of directors’ proposals according to the items 9 – 12 on the agenda.

The resolution of the AGM according to the board of directors’ proposal under item 13 is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under item 13 that may prove necessary in connection with the registration or enforcement of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Determination of fees payable to the board of directors and the auditor (item 14)

It is proposed that remuneration to the board of directors for the period until the end of the next annual general meeting are to be paid with SEK 500,000 to the chair of the board of directors and SEK 200,000 to the board member Anna Jiffer. No fee is proposed to be paid to the other board members.

It is proposed that the auditor’s fee is paid as incurred in accordance with approved account for the term of the auditor’s office.

Determination of the number of directors and auditors (item 15)

It is proposed that the board of directors shall consist of four ordinary members without deputies for the period until the end of the next annual general meeting.

The number of auditors is proposed to be one (1) auditor for the period until the end of the next annual general meeting.

Election of a) board of directors and b) auditor (item 16.a – b)

Election of board of directors (item 16.a)

It is proposed to elect Sven Otto Littorin, Mark Nycander Ali, Anna Jiffer and Marco Marangoni as new members of the board of directors for the time until the next annual general meeting. Sven Otto Littorin is proposed to be elected as the chair of the board of directors.

Information regarding the proposed members of the board of directors

Sven Otto Littorin

Born: 1966

Education and work experience: Sven Otto Littorin is an experienced entrepreneur and former minister for employment in Sweden. He has extensive board experience from assignments in both listed and unlisted companies and has currently several assignments as board chairman and board member. Additionally, he has experience from capital acquisitions and company management through his own company as well as from other companies. Sven Otto Littorin has a bachelor’s degree in economics from Lund University.

Ongoing assignments: Chairman of the board of Landskapsbyggen i Sverige AB and Nordic Sustainability for Trade Organization economic associaton (Sw: ekonomisk förening). CEO and board member of Asolega Svenska AB. Board member of Stadsholmen Equity AB.

Previous assignments completed in the last five years: Chairman of the board of Beowulf Mining Plc and Serio Care AB. CEO and board member of Amiculos Management AB, Serio Real Estate Development AB and Serio Government Affairs AB. Board member of Afripods AB (publ), AreaChica AB, Sista versen 73922 and Sista versen 73923. CEO of the branch Gibran Associates Ltd.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: Yes.

Independent in relation to the Company’s major shareholders: Yes.

Mark Nycander Ali

Born: 1950

Education and work experience: Mark Nycander Ali has previous experience as a project coordinator in the implementation of turnkey IT solutions and as a financial manager. Mark has an MBA from Stockholm School of Economics.

Ongoing assignments: Board member of the Swedish school in Ethiopia. Founder and CEO of ERP Software Technologies PCL and ERP Technology FZE.

Previous assignments completed in the last five years: –

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: No.

Independent in relation to the Company’s major shareholders: Yes.

Anna Jiffer

Born: 1971

Education and work experience: Anna Jiffer has experience in leading business development, product development and entrepreneurship in interdisciplinary environments from several different industries. She has a civil engineering degree and a master’s degree in management, innovation, and entrepreneurship from Chalmers University of Technology. Additionally, Anna has undergone the Nasdaq Main Markets training.

Ongoing assignments: Chairman of the board of Polynova Nissen AB, Beans in Cup AB and Beans In Cup Holding AB. Board member of LC-Tec Holding AB, Serendipity AB, Railcare Group AB, Fortinova AB, Fortinova Fastigheter AB (publ) and HållbarTillväxt Sverige AB. Board deputy in LC-Tec Displays AB.

Previous assignments completed in the last five years: Chairman of the board of Real Samhällsfastigheter AB, Real Anderstorp Törås 2:52 AB, Real Sydfastgruppen AB, and Real Fastigheter i Karlskrona AB. CEO and board member of Real Fastigheter AB (publ). Board member of Berotec AB, TidyApp Sweden AB, Real Fastigheter i Torsås AB, Real Nissaholmen Fastigheter AB, Real Holding i Sverige AB, ARP Fastigheter i Landskrona AB, Real Fastigheter i Tranås AB, Real Fastigheter i Håbo AB, Real Nya Bostäder i Skövde AB, and Hejmo Kredit AB.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: Yes.

Independent in relation to the Company’s major shareholders: Yes.

Marco Marangoni

Born: 1965

Education and work experience: Marco Marangoni has broad experience in IT through leading positions at several multinational IT companies. He has a degree in administrative and commercial engineering from ITC Milano in Italy.

Ongoing assignments: –

Previous assignments completed in the last five years: CEO of Thinking on Demand Group and head of SAP SA.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: No.

Independent in relation to the Company’s major shareholders: Yes.

Election of auditor (item 16.b)

It is proposed that Johan Kaijser, LR Revision, is re-elected as the auditor for the time until the next annual general meeting.

Resolution regarding authorization for the board of directors to increase the share capital through the issue of new shares, warrants and/or convertible debentures (Item 17)

The board of directors proposes that the AGM resolves on an authorization for the board of directors to, during the period until the next annual general meeting and with or without deviation from the shareholders’ pre-emption rights and on one or more occasions, resolve on the issue of new shares, warrants and/or convertible debentures. Payment shall be made in cash or by non-cash consideration, set-off and may otherwise be subject to conditions.

The resolution of the AGM according to the board of directors’ proposal under item 17 is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under item 17 that may prove necessary in connection with the registration or enforcement of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Resolution to revoke profit distribution resolution of shares in Medicortex Oy (Item 18)

In the light of the aforementioned Transaction, the board of directors proposes that the AGM resolves to revoke the profit distribution resolution of a maximum of 80,000 shares in Medicortex Oy, resolved by an extraordinary general meeting of the Company held on October 14, 2021. According to the profit distribution resolution, the shareholders of the Company would be entitled to receive 1 share in Medicortex Oy for every 564 shares in the Company (regardless of share class) held on the record date.

If the AGM resolves in accordance with the board of directors’ proposal as stated above in this item, the Company’s holding in Medicortex Oy will instead be transferred at market value to Dividend Sweden AB, reg. no. 559296-1105 in connection with completion of the Transaction.

DOCUMENTS

All documents in accordance with the Swedish Companies Act will no later than on Tuesday, March 21, 2023, be available at the Company’s office at Kungsgatan 29, 9th floor in Stockholm and on the Company’s website, www.dsplattformen.se. The documents will be sent free of charge to shareholders who request it and who states its address. All of the above documents will also be presented at the AGM.

NUMBER OF SHARES AND VOTES

At the time of issuing the notice to attend the AGM, the Company has in total 45,091,858 shares, of which 373,332 shares of series A with ten votes each and 44,718,526 shares of series B with one vote each, which corresponds to 48,451,846 votes in total. The Company holds no own shares.

PROCESSING OF PERSONAL DATA

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

__________

Stockholm in March
DS Plattformen AB (publ)
The Board of Directors

This is an unofficial translation of the Swedish document. In case of any discrepancies between the Swedish document and this English translation, the Swedish document shall prevail.                       

For further information, please contact:

Bo Lindén, CEO of DS Plattformen, [email protected]

DS Plattformen AB is a Swedish public limited liability company, which invests in smaller listed companies in order to create both short-term and long-term high and stable returns to its shareholders via dividends.