Notice of Annual General Meeting in Virtune AB

The shareholders of Virtune AB (Publ), reg. no. 559175–2067, with its registered office in Stockholm, are hereby summoned to the Annual General Meeting on Thursday, April 18, 2024, at 16:00. The Annual General Meeting will not be held digitally but will take place physically at the company’s premises at Kungsgatan 26, 111 35 Stockholm.

Notification etc.

Shareholders wishing to participate in the Annual General Meeting must notify the company by email no later than Friday, April 12, 2024, at 17:00. Notification of participation should be sent to: hello@virtune.com. The notification must include name, address, personal or organization number, telephone number, and shareholding, as well as, if applicable, the name of any assistant, proxy, or representative. Shareholders participating via video link or represented by proxy must issue a dated, written power of attorney. This power of attorney should be submitted to the company in advance, and can be emailed to: hello@virtune.com. Representatives of legal entities must also provide a copy of the registration certificate showing authorized signatory. The information provided upon registration will be processed and used only for the meeting.

Proposed Agenda

1. Election of the Chairman of the Meeting

   
   

2. Election of one or two persons to verify the minutes

   
   

3. Preparation and approval of the voting register

   
   

4. Approval of the agenda

   
   

5. Determination of whether the meeting has been duly convened

   
   

6. Presentation of the annual report and auditor’s report

   
   

7. Resolutions on:
   a. Adoption of the income statement and balance sheet
   b. Allocation of the company’s profit or loss according to the adopted balance sheet
   c. Discharge from liability for the Board of Directors and the CEO

   
   

8. Determination of the number of Board members and deputies as well as auditors or registered audit firm

   
   

9. Determination of fees to the Board and auditor

   
   

10. Election of the Board and auditor or registered audit firm

    
    

11. Resolution on principles for appointing members of the Board

    
    

12. Resolution on share split and amendment of the Articles of Association

    
    

13. Proposal for authorization for the Board to issue shares and convertibles

    
    

14. Issuance of an option program for shareholders

    
    

15. Proposal to adopt a long-term incentive program for the Board and key personnel of Virtune AB

    
    

PROPOSED RESOLUTIONS

1. Election of Chairman of the Meeting
The Board proposes that Chairman of the Board, John Dalling, or, in his absence, a person appointed by the Board, be elected Chairman of the Annual General Meeting.

2. Election of One or Two Persons to Verify the Minutes
The Board proposes that Gert Nordin, or in his absence, someone designated by the Board, be appointed to verify the minutes together with the Chairman.

3. Preparation and Approval of the Voting Register
The proposed voting register is the one prepared by the company, based on the share register and received advance votes, and verified and approved by the person verifying the minutes.

7b. Allocation of the Company’s Result
The Board proposes that the profit available to the meeting be carried forward and that no dividend be paid.

8. Number of Board Members and Auditors
The Board proposes that the Board shall consist of a minimum of 3 and a maximum of 8 members and 1 to 2 deputies, until the next Annual General Meeting. It proposes the election of 4 members and one deputy. A registered audit firm shall be appointed as auditor.

9. Fees to the Board and Auditor
No Board fees shall be paid for regular Board work (up to twelve meetings annually). The Board proposes that it may approve consulting fees for Board members providing advisory services, which should be moderate. Auditor fees shall be paid according to approved invoice.

10. Election of Board and Auditor
The Board, together with major shareholders Happyman AB, Violet AI AB, and Gert Nordin (jointly holding approx. 60% of shares and votes), proposes expanding and professionalizing the Board. Independent members with relevant strategic and regulatory competencies will be added.

Proposed Board:

• New election of Erik Fischbeck as Chairman

  
  

• New election of Laurent Kssis as member

  
  

• New election of Fredrik Djavidi as member

  
  

• Re-election of Christopher Kock as member

  
  

• Re-election of Peter Arvidson as deputy

  
  

Auditor:
Re-election of Öhrlings PricewaterhouseCoopers AB as auditor, with Johan Engstam as principal auditor.

11. Principles for Appointing Board Members
A Nomination Committee is proposed, consisting of the three largest shareholders as of November 30, 2024, and the Board Chairman.

• The Nomination Committee shall appoint a chairman (not the Board Chairman).

  
  

• The majority shall be independent from the company and its management.

  
  

• At least one member must be independent from the largest shareholder.

  
  

• No fees shall be paid to the Nomination Committee.

  
  

(See Appendix 1: Virtune – Nomination Committee 2024)

12. Share Split and Articles of Association Update
The Board proposes a 100:1 share split and to amend the Articles of Association to allow between 6,000,000 and 24,000,000 shares.

(See Appendix 2 for the new Articles of Association)

13. Authorization to Issue Shares and Convertibles
The Board requests authorization to issue new shares and convertibles until the next AGM, with or without preferential rights, only for cash consideration. This is intended for acquisitions, capitalization, and development.

• Any issuance without preferential rights shall be on market terms and capped at 5% dilution.

  
  

• Issuances with preferential rights shall follow limits in the Articles of Association.

  
  

The Board, CEO, or designee shall be authorized to make minor adjustments necessary for registration.

14. Option Program for Shareholders
The Board proposes issuing up to 30,000 warrants to shareholders listed in Appendix 3 under specified terms. This deviates from preferential rights to support an efficient capital structure.

Subject to approval of agenda item 12.

15. Long-Term Incentive Program for Board and Key Personnel
The Board proposes a long-term incentive program ("Options Program 2024") with up to 522,500 warrants for those listed in Appendix 4. This corresponds to a maximum dilution of 8% of total outstanding shares.

Subject to approval of agenda item 12.

Number of Shares and Votes

As of the date of this notice, the company has a total of 60,093 outstanding shares, each entitling to one vote. The company holds no treasury shares.

Majority Requirements

For a valid resolution under items 12, 13, and 14, at least two-thirds (2/3) of votes and shares represented at the meeting must support the proposal.
Item 15 requires at least nine-tenths (9/10) support of votes and shares represented.

Information Prior to the Meeting

The Board and CEO shall, upon request from a shareholder and provided it can be done without significant harm to the company, provide information on matters that may affect the assessment of items on the agenda or the company’s financial situation, including relationships within the group. Requests must be submitted by email to hello@virtune.com no later than Friday, April 12, 2024, at 17:00. Responses will be sent within the same timeframe to those who requested them and provided an address.

Documents

The annual report and auditor’s report for 2023, along with other decision materials, will be available at the company’s premises at Kungsgatan 26, 111 35 Stockholm, and on the company’s website (https://virtune.com/) at least three weeks before the meeting.

Stockholm, March 2024
Virtune AB (Publ)
The Board of Directors

Supporting documents:
Bilaga 1: Valberedning 2024
Bilaga 2: Bolagsordning 2024
Bilaga 3: Styrelsens förslag till beslut emission av teckningsoptioner
Bilaga 4: Beslutsbilaga 240314
Bilaga A: Teckningsoptionsvillkor
Bilaga B: Optionsvillkor
Förslag nya styrelsekandidater
Fullmaktsformulär
Protokoll bolagsstämma 20240418