BuildData Group AB: NOTICE OF EXTRAORDINARY GENERAL MEETING IN BUILDDATA GROUP AB
At the request of BuildData Acquisition AB, reg. no. 559437-7706, which after the completion of the public takeover offer to the shareholders of BuildData Group AB, reg. no. 559136-0317 (the "Company"), holds more than 90 percent of the shares and votes in the Company, the shareholders of the Company are hereby convened to an extraordinary general meeting on October 27, 2023 at 10.00 a.m. at the premises of Eversheds Sutherland Advokatbyrå on Sveavägen 20 in Stockholm, Sweden. Registration begins at 09.30 a.m.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to attend the general meeting shall
i. be registered in the share register maintained by Euroclear Sweden AB as of October 19, 2023, and
ii. register with the Company for participation at the general meeting no later than October 23, 2023. Notification of participation shall be made in writing to the Company under the address BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå AB, Box 14055, 104 40 Stockholm, Attn: EGM 2023 or by e-mail, info@builddata.se.When giving notice of attendance, please state your name, personal or corporate identity number, shareholding, address, telephone number and details of any assistants (no more than two assistants) and proxies and, where applicable, details of representatives. In addition, where applicable, complete authorization documents such as registration certificates or equivalent should be attached to the notification. For notification of the number of assistants, the same time and addresses apply.
NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered in the name of a nominee through a bank or securities institution must, in order to be entitled to participate in the meeting, temporarily register the shares in their own name so that the shareholder is entered in the share register as of October 19, 2023. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures. Registrations effected with Euroclear Sweden AB on October 23, 2023, will be taken into account in the preparation of the share register.
PROPOSED AGENDA
1. Opening of the meeting and election of the chairperson of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination of whether the general meeting has been duly convened
5. Approval of the agenda
6. Resolution on the number of members of the Board of Directors
7. Election of members of the Board of Directors and dismissal of members of the Board of Directors
8. Resolution regarding the remuneration to the Board of Directors
9. Closing of the meeting
PROPOSED RESOLUTIONS
Item 1 - Opening of the meeting and election of the chairperson of the general meeting
The Board of Directors proposes lawyer Johan Engström as chairperson of the general meeting.
Item 6 - Resolution on the number of members of the Board of Directors
BuildData Acquisition AB proposes that the Board of Directors shall consist of five members of the Board of Directors with no deputies.
Item 7 - Election of members of the Board of Directors and dismissal of members of the Board of Directors
BuildData Acquisition AB proposes that Gustave Geisendorf and Brian Dodsworth are elected as new members of the Board together with the existing Board members Stefan Charette, Mikael Näsström and Erik Gabrielsson, with Stefan Charette continuing as chairperson of the Board. It is proposed that the other current Board members, Gareth Burton, Melanie Dawson and Per Åkerman, are dismissed. Information about the Board members proposed for new election is set out below.
Gustave Geisendorf, born 1974, CEO BuildData Group AB and member of the BuildData Acquisition consortium.
Brian Dodsworth, born 1963, CEO Createmaster and member of the BuildData Acquisition consortium.
Item 8 - Resolution regarding the remuneration to the Board of Directors
BuildData Acquisition AB proposes that no remuneration shall be paid to the members of the Board. It is noted that the resigned members of the Board, Gareth Burton, Melanie Dawson, and Per Åkerman shall, in accordance with the decision of the annual general meeting of the Company on November 10, 2022, be remunerated with the amount not yet paid up to the date of this meeting.
OTHER
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 68,171,694.
Shareholders' right to request information
Shareholders have the right to request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that it can be done without significant harm to the Company.
Documents
Documents according to the Swedish Companies Act and other documents related to the proposed resolutions will be available at the Company and on the Company's website, www.builddata.se, no later than two weeks before the general meeting. The documents will also be sent to shareholders who so request and state their postal address.
Handling of personal data
Personal data obtained through registration, proxy or through the share register maintained by Euroclear will only be used for the necessary registration and preparation of the voting list for the general meeting. For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in October 2023
BuildData Group AB
Board of Directors