EYEON GROUP AB (publ): Notice of Extraordinary General Meeting in Eyeon Group AB (publ)

REG

The shareholders of Eyeon Group AB (publ), reg. no. 559005-9415 (the "Company"), are hereby invited to an extraordinary general meeting on 4 March 2025 at 10:00 CET at the premises of Eversheds Sutherland Advokatbyrå at Sveavägen 20, Stockholm. Registration begins at 09:45.

N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in Eyeon Group AB (publ), and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.

RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION

Shareholders wishing to attend the general meeting shall

  • be entered in the share register maintained by Euroclear Sweden AB on 24 February 2025,
  • notify participation no later than 26 February 2025 by e-mail to info@eyeonid.se or by post to Eyeon Group AB (publ), attn: EGM 2025, Sibyllegatan 81, 114 43 Stockholm. When giving notice, the shareholder shall state name, shareholding, personal or corporate identity number, shareholding, address, telephone number and, where applicable, information about representatives or assistants (maximum two). The notification shall, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents. 

NOMINEE-REGISTERED SHARES

Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must, in addition to notifying the Company of their participation, register the shares in their own name so that the shareholder is registered in the share register as of 24 February 2025. Such registration may be temporary (so-called voting rights registration) and the request for such registration shall be made to the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations executed no later than 26 February 2025 will be taken into account by Euroclear Sweden AB when preparing the share register.

PROXIES ETC.

Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any registration certificate should be sent by mail to the Company at the above address well in advance of the meeting. The proxy form will be available on the Company's website (www.eyeonid.com) no later than three weeks prior to the meeting.

PROPOSED AGENDA

  1. Opening of the meeting
  2. Election of the chairperson of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination of whether the meeting has been duly convened
  7. Resolution to amend the articles of association
  8. Resolution to authorise the board of directors to issue shares, warrants and/or convertibles
  9. Closure of the meeting

PROPOSED RESOLUTIONS

Item 7 - Resolution to amend the articles of association

Due to, among other things, the Company has entered letter of intent regarding the acquisition of a reseller of VPN and antivirus and a Swedish SaaS IT security company, which was disclosed by way of press releases on 6 January 2025 and 27 January 2025, respectively, and that the purchase price is intended to be paid with newly issued shares in the Company, the board of directors proposes that the meeting resolves to amend the articles of association in accordance with the following.

Current wording

Proposed wording

§ 4. Share capital

 

The share capital shall be not less than SEK 1,600,000 and not more than SEK 6,400,000.

 

§ 4. Share capital


The share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000.

§ 5. Number of shares


The number of shares shall be not less than 8,000,000 and not more than 32,000,000.

 

§ 5. Number of shares

 

The number of shares shall be not less than 25,000,000 and not more than 100,000,000.

 For a valid resolution under this item, it must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 8 - Resolution to authorise the board of directors to issue shares, warrants and/or convertibles

The board of directors proposes that the meeting authorises the board of directors to, with or without deviation from the shareholders' preferential rights, on one or more occasions during the period until the next annual general meeting, resolve to issue shares, warrants and/or convertibles against consideration in the form of cash payment and/or in-kind and/or with right of set-off to the extent permitted from time to time under the articles of association. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not, by virtue of this authorisation, resolve on issues to members of the board of directors of the Company, employees, etc. The issue price and other terms shall be in line with market conditions.

For a valid resolution under this item, it must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

 

OTHER

Shares and votes in the Company

At the time of this notice, the total number of registered shares in the Company amounts to 28,410,125, corresponding to 28,410,125 votes.

Shareholders' right to receive information

According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda. The board of directors and the CEO shall provide such information if the board of directors considers that it can be done without significant harm to the Company.

Documents

Proxy forms will be available at the Company's head office and on the Company's website (www.eyeonid.com) no later than three weeks before the meeting.

Processing of personal data

For information on how your personal data will be processed in connection with the meeting, please see the privacy policy on Euroclear AB's website,

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_____________________________ 

Stockholm in January 2025

Eyeon Group AB (publ)

The board of directors

For further information, contact

Fredrik Björklund, CEO, Eyeon Group AB (publ.)

Phone: +4670-892 35 92

E-mail: fredrik.bjorklund@eyeonid.com

About EyeonGroup

Eyeon Group AB (publ) was founded in 2015 and is a SaaS provider that, through proprietary technology for collecting, analyzing and packaging data, develops and sells smart solutions that make life on the internet easier and safer for people, companies and organizations. The company provides business solutions within IT security, privacy protection services and AI-based data solutions. These are primarily aimed at the B2B market in Europe for industries such as e.g. banking, insurance, telecom and hosting.

Datum 2025-01-30, kl 13:00
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