Qualisys
NOTICE OF ANNUAL GENERAL MEETING IN QUALISYS HOLDING AKTIEBOLAG (PUBL)
The shareholders of Qualisys Holding Aktiebolag (publ), reg. no. 559002-6919, ("Qualisys" or the "Company") are hereby invited to the Annual General Meeting on Wednesday 14 May 2025 at 10.00 a.m. CEST at the Company's premises at Kvarnbergsgatan 2 in Gothenburg, Sweden. Registration for the Annual General Meeting begins at 9.30 a.m. CEST.
Exercise of voting rights at the general meeting
Shareholders who wish to attend the Annual General Meeting must:
be entered in the share register maintained by Euroclear Sweden AB as per Tuesday 6 May 2025, and, if the shares are registered with a nominee, request that the nominee register the voting rights no later than Thursday 8 May 2025; and
have notified their intention to participate at the Annual General Meeting to the Company in accordance with the instructions under the heading "Notification of participation in person or by proxy" no later than Thursday 8 May 2025.
Registration for participation in person or by proxy
Shareholder wishing to attend the general meeting in person or by proxy must notify the Company no later than Thursday 8 May 2025 either:
by mail to Qualisys Holding AB, Kvarnbergsgatan 2, 411 05 Gothenburg, Sweden (mark the envelope "AGM 2025"), or
by e-mail to bolagsstamma@qualisys.se.
The notification shall include the shareholder’s name or company name, personal ID or company registration number, address, telephone number and, where applicable, the number of attendees (maximum two).
Shareholders who do not wish to attend in person may exercise their voting rights at the Annual General Meeting by proxy with a written, signed, and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the current registration certificate or equivalent authorization documents for the legal entity must be attached to the power of attorney. A power of attorney form can be obtained through the Company and will also be available on the Company's website, www.qualisys.com.
In order to facilitate admission to the Annual General Meeting, powers of attorney, registration certificates and other authorization documents should be received by the Company at the address above well in advance of the general meeting and preferably no later than Thursday 8 May 2025. Please note that notification of participation at the general meeting must be made even if the shareholder wishes to exercise his/her voting rights at the Annual General Meeting by proxy. Submitted power of attorney is not valid as notification to the Annual General Meeting.
Nominee registered shares
In order to be entitled to participate and exercise their voting rights at the Annual General Meeting, shareholders whose shares are registered with a nominee must, in addition to notification of participation at the general meeting, request to be temporarily entered as owners in the share register maintained by Euroclear Sweden AB (so-called voting rights registration). The shareholder should inform the nominee well in advance, in accordance with the nominee's routines, so that voting rights registration has taken place no later than Thursday 8 May 2025.
Business of the general meeting
Proposal for the agenda:
Opening of the general meeting;
Election of chairperson of the general meeting;
Preparation and approval of the voting register;
Approval of the agenda;
Election of one or two persons to verify the minutes;
Determination of whether the general meeting has been duly convened;
Presentation of the annual report and the auditor’s report and the consolidated annual report and consolidated auditors’ report;
Resolutions regarding:
adoption of the income statement and balance sheet and the consolidated profit and loss account and balance sheet;
allocation of the company’s profits or losses in accordance with the approved balance sheet;
discharge from liability for the directors and the CEO:
Peter Gille (chairperson);
Karl-Erik Morander (director)
Henrik Nyberg (director);
Daniel Petersson (director);
Jenny Rosberg (director);
Gunilla Morander (deputy director)
Ingemar Pettersson (CEO);
Resolution regarding determination of the number of directors and deputy directors;
Resolution regarding determination of fees for the Board of Directors and the auditors;
Election of the Board of Directors;
Peter Gille (director – re-election);
Henrik Nyberg (director – re-election);
Daniel Petersson (director – re-election);
Jenny Rosberg (director – re-election);
Election of chairperson of the Board of Directors;
Election of auditors and, if applicable, deputy auditors;
Resolution regarding establishing a Nomination Committee and adopting principles for the Nomination Committee
Resolution regarding adoption of guidelines for the remuneration to senior executives;
Resolution regarding a long-term warrant programme through a directed issue of warrants of series 2025/2028;
Resolution regarding authorization to the Board of Directors to resolve on issue of shares, warrants and/or convertibles;
Resolution regarding adjustment authorization;
Closing of the general meeting.
Proposed resolutions by shareholder
The following proposals are submitted by the shareholder Vätterledens Invest Aktiebolag (the "Shareholder"), representing approximately 30 per cent of the total number of shares and votes in the Company as of the date of the notice.
9. Resolution regarding determination of the number of directors and deputy directors
The Shareholder proposes that four directors and no deputies be appointed for the period until the next Annual General Meeting.
10. Resolution regarding determination of fees for the Board of Directors and the auditors
The Shareholder proposes that the fee per director elected by the general meeting shall be distributed as follows (last year's figures in brackets): SEK 500,000 (500,000) to the chairperson of the Board of Directors and SEK 225,000 (225,000) to each of the other directors. No fees shall be paid to a director who is employed by the Company or its group, or to a director who is not considered independent in relation to the Company's major shareholders.
If the general meeting resolves in accordance with Shareholder's proposal for the composition of the Board of Directors, the total fee will amount to SEK 725,000 (725,000).
It is proposed that fees be paid to the auditor according to invoices approved by the Company.
11. Election of the Board of Directors
The Shareholder proposes the following Board of Directors: re-election of the directors Peter Gille, Henrik Nyberg, Daniel Petersson, and Jenny Rosberg.
The proposed composition of the Company's Board of Directors fulfils the rules of the Swedish Corporate Governance Code regarding independence. All members are independent in relation to the Company and its management and all members except Henrik Nyberg and Daniel Petersson are independent in relation to the Company's major shareholders.
A presentation of the directors proposed for re-election by the Shareholder is available on the Company's website, www.qualisys.com.
12. Election of the chairperson of the Board of Directors
The shareholder proposes re-election of Peter Gille as chairperson of the Board of Directors.
Proposed resolutions by the Board of Directors
2. Election of chairperson of the general meeting
The Board of Directors proposes that the chairperson of the Board of Directors, Peter Gille, or, if he is indisposed, the person designated by the Board of Directors, be elected as chairperson of the general meeting.
8.(b) Resolution regarding allocation of the company’s profits or losses in accordance with the approved balance sheet
The Board of Directors proposes a dividend of SEK 3.00 per share. The record date for payment of the dividend shall be 16 May 2025. If the general meeting resolves in accordance with the proposal, the dividend will be paid to shareholders on 21 May 2025.
13. Election of auditors and, if applicable, deputy auditors
The auditing firm Öhrlings PricewaterhouseCoopers AB ("PwC") is proposed to be re-elected as auditor for the period until the end of the next Annual General Meeting. PwC has announced that if the auditing firm is elected, Johan Palmgren will continue to be the auditor in charge.
14. Resolution regarding the establishment of a Nomination Committee and adoption of principles for the Nomination Committee
The Board of Directors proposes that a Nomination Committee should be established and that the principles for the Nomination Committee as set out below shall be adopted.
1. Composition
The Nomination Committee, which is appointed for the period until a new Nominations Committee has been appointed, shall consist of the chairperson of the Board of Directors and at least two and no more than three other members.
Each of the Company's three largest shareholders in terms of voting rights as of the last banking day in September the year before the Annual General Meeting according to ownership statistics from Euroclear Sweden AB, or equivalent reliable shareholders statistics, shall be entitled to nominate a member of the Nomination Committee.
In the event that one or more of the shareholders asked to nominate a member refrains from making a nomination, or can otherwise be deemed to have waived such right, the next largest shareholder in terms of voting rights that has not yet appointed a member to the Nomination Committee, taking into account the Company's 20 largest shareholders in terms of voting rights, shall be given the right to nominate a member to the Nomination Committee.
If less than three of the largest shareholders in terms of voting rights choose to nominate a member of the Nomination Committee, the already nominated members of the Nomination Committee shall have the right, but not the obligation, to jointly nominate an additional member or members of the Nomination Committee based on the qualification requirements set out below. All additional members of the Nomination Committee shall be independent in relation to the Company, possess the right competence for the assignment and/or preferably be familiar with the Company or the industry in which the Company operates. In the event that less than two of the largest shareholders in terms of voting rights choose to nominate a member of the Nomination Committee, the right under this paragraph shall instead be considered an obligation in order to fulfil the requirement for the minimum number of members of the Nomination Committee.
Unless the members of the Nomination Committee agree otherwise, the chairperson of the Nomination Committee shall be the person nominated by the largest shareholder in terms of voting rights. The chairperson of the Board of Directors may not be the chairperson of the Nomination Committee. The chairperson of the Nomination Committee shall have a casting vote in the event of a tie.
If a shareholder who has nominated members of the Nomination Committee earlier than four months before the Annual General Meeting is no longer among the three largest shareholders in terms of voting rights, the Nomination Committee may decide that the member nominated by such shareholder shall no longer be a member of the Nomination Committee.
If a member of the Nominations Committee resigns prior to completion of the work, and if the Nominations Committee deems that there is a need to replace the member, the Nominations Committee shall nominate a new member. Such replacement shall be nominated by the shareholder which nominated the resigning member, under the condition that the shareholder remains one of the three largest shareholders in the Company, and otherwise by the next largest shareholder.
No remuneration shall be paid to the members of the Nomination Committee, except as set out below and for any external member or members jointly appointed by the other members of the Nomination Committee in accordance with the principles set out above. Such a jointly appointed member or members are entitled to a fixed remuneration for the work of the Nomination Committee of half a price base amount (Sw. prisbasbelopp) excluding VAT, whereby the price base amount as per the year prior to the Annual General Meeting shall apply. The Nomination Committee may charge the Company with reasonable costs for travelling, administration, possible recruitment costs and other necessary costs incurred by the Nomination Committee in connection with its work.
The Company shall communicate the names of the members of the Nomination Committee on the Company's website well in advance of the Annual General Meeting and, if a member has been nominated by a particular shareholder, the name of the shareholder shall be stated. The Company shall publish changes in the composition of the Nomination Committee as soon as possible.
2. Instructions for the Nomination Committee
The chairperson of the Board of Directors shall convene the first meeting of the Nomination Committee as soon as possible after the Nomination Committee has been appointed.
The Nomination Committee shall present proposals to the next Annual General Meeting for:
a) election of the chairperson of the general meeting;
b) resolution regarding the number of directors and deputy directors;
c) resolution regarding fees to the chairperson of the Board of Directors and each of the other directors, including work in the Board of Directors’ committee(s);
d) election of the Board of Directors and, where applicable, deputy directors;
e) election of the chairperson of the Board of Directors;
f) resolution regarding the number of auditors;
g) resolution regarding the fee to auditor(s);
h) election of auditor(s);
i) to the extent deemed necessary, resolution regarding the principles for the Nomination Committee.
In connection with its assignment, the Nomination Committee shall fulfil the tasks assigned to it by the Swedish Corporate Governance Code.
All information received by the members of the Nomination Committee in the course of their duties or otherwise received by the Company shall be treated with strict confidence and shall not be disclosed to third parties without authorization before the information has been made public.
15. Resolution regarding adoption of guidelines for the remuneration to senior executives
The Board of Directors proposes that the following guidelines for remuneration of senior executives be adopted.
The guidelines cover the remuneration of the CEO and remuneration of other senior executives in the Company's management team. The guidelines do not cover remuneration decided separately by the general meeting.
The guidelines are prospective, which means that they will apply to remuneration agreed, and changes made to remuneration already agreed, after the adoption of these proposed guidelines by the general meeting.
The guidelines' promotion of Qualisys' business strategy, long-term interests, and sustainability
The successful implementation of Qualisys' business strategy and the safeguarding of Qualisys' long-term interests, including its sustainability, requires that the Company can retain and recruit qualified senior executives. These guidelines enable Qualisys to offer senior executives competitive total remuneration packages. Furthermore, the guidelines shall stimulate an increased interest in Qualisys' operations and performance as a whole and increase the motivation of the senior executives.
For further detailed information on the Company's business strategy, please refer to the Company's website.
The forms of compensation, etc.
Qualisys shall offer market-based remuneration which shall be based on factors such as the importance of the tasks, the employee's competence, experience, and performance. Remuneration to Qualisys' senior executives may consist of fixed remuneration, variable remuneration, pension benefits, insurance, and other benefits. In addition, the general meeting may, independently of these guidelines, decide on, for example, share and share price-related remuneration (incentive programmes).
Fixed and variable remuneration
Senior executives shall receive a fixed cash-based salary that is market-based and based on each executive’s skills, experience, performance, responsibilities, and the position’s importance to the Company. The fixed salaries are normally reviewed on a calendar year basis. Senior executives shall not receive remuneration for any directorships in the Company's or its subsidiaries.
In addition to the fixed remuneration, variable remuneration may be paid. The variable remuneration shall be linked to performance-based targets and/or measurable criteria designed to promote the Company's business strategy and long-term interests. The total variable remuneration may never exceed 35 per cent of the executive’s annual fixed remuneration.
Pension benefits
Senior executives shall be offered premium-based pension agreements, unless when applicable, senior executives are covered by a defined benefit pension under mandatory collective agreement provisions. Pension premiums for premium-based pensions may not exceed 20 per cent of the executive’s annual fixed remuneration. Variable remuneration shall not be pensionable.
Other benefits
Senior executives may receive customary non-monetary benefits, such as company car, health care, medical insurance, and occupational health care. The Company's costs for such other benefits may not exceed 15 per cent of the executive’s annual fixed remuneration.
Termination of employment
The notice of termination period for senior executives, except for the CEO, may not exceed six months. The period of notice for the CEO may not exceed six months in the event of termination by the CEO and twelve months in the event of termination by the Company.
In addition, compensation may be paid for any non-compete undertaking. Such compensation shall compensate for any loss of income. The monthly compensation for any non-competition undertaking may amount to a maximum of 60 per cent of the monthly fixed remuneration at the time of termination of employment. The compensation shall be paid for the duration of the contractual non-competition undertaking, which may not exceed 18 months after the termination of employment.
Remuneration and conditions of employment of other employees
In preparing the Board of Director's proposal for these guidelines for remuneration to senior executives, remuneration and terms of employment for Qualisys’s employees have been considered by including information on the employees' total remuneration and terms of employment as part of the Remuneration Committee's and the Board of Director's basis for resolution when evaluating the reasonableness of the guidelines and the limitations that follow from them.
The resolution-making process for setting, reviewing, and implementing the guidelines
The Board of Directors shall establish a Remuneration Committee unless the Board of Directors resolves that the Board of Directors in its entirety shall constitute the Remuneration Committee. The tasks of the Remuneration Committee shall include preparing the Board of Director's resolution on proposals for guidelines for the remuneration of senior executives. The Board of Directors shall prepare proposals for new guidelines at least every four years and submit them to the general meeting for approval. Guidelines adopted by the general meeting shall apply until new guidelines are adopted by the general meeting.
The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration to senior executives and the current remuneration structures and levels in Qualisys. The members of the Remuneration Committee shall be independent in relation to Qualisys and its management. Neither the CEO nor other senior executives shall be present when the Board of Directors considers and resolves on remuneration-related matters, as far as they are affected by the matters.
Deviations from the guidelines
The Board of Directors may resolve to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for doing so in an individual case and a deviation is deemed necessary to fulfil Qualisys’s long-term interests, including sustainability, or to ensure Qualisys’s financial viability. As stated above, it is the Remuneration Committee's task to prepare the Board of Directors' resolutions on remuneration issues, including any resolutions on deviations from the guidelines.
16. Resolution regarding long-term warrant programme through directed issue of warrants of series 2025/2028
The Board of Directors proposes that the Annual General Meeting resolves on a long-term warrant programme through a directed issue of warrants of series 2025/2028 in accordance with the below (the "Warrant Programme 2025/2028").
Background and motives
The Board of Directors considers it to be in the interest of the Company and the shareholders that the employees of the Company are engage in the development of the Company by being offered warrants. The motives for the proposal are to contribute to the possibilities to retain and attract key competences and to increase the motivation of the employees of the Company by becoming involved and working for a positive increase in the value of the Company's shares during the period covered by the Warrant Programme 2025/2028.
In light of the terms and conditions, the size of the allotment and other circumstances, the Board of Directors considers the Warrant Programme 2025/2028, as set out below, fair and beneficial to the Company and its shareholders.
The Board of Directors' proposal for resolution on a directed issue of warrants of series 2025/2028
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of not more than 70,200 warrants, entailing an increase in the share capital upon full utilization of not more than SEK 3,510. In addition, the following conditions shall apply to the resolution.
The right to subscribe for warrants under Warrant Programme 2025/2028 shall, with deviation from the shareholders' preferential rights, be granted to the employees in the Company´s subsidiary Qualisys AB (each a "Participant" and jointly the "Participants") in accordance with the following guidelines:
Category | Participants | Number of warrants |
1 | Chief Executive Officer | 4,500 warrants |
2 | Participants employed by the Qualisys group for more than 5 years[1] (number: 21 persons) | 1,800 warrants (per person) |
3 | Other Participants (number: 31 persons) | 900 warrants (per person) |
In total: | 70,200 warrants |
Warrants offered to Participants as described above are referred to below as “Offered Warrants".
Participants are entitled to subscribe for fewer warrants than the Warrants Offered. However, subscription of warrants shall be made in even hundreds.
In the event that Participants do not subscribe for all Warrants Offered, other Participants are entitled to subscribe for warrants that are not subscribed for to a number corresponding to maximum 50 per cent of their initial allotment. If the new issue is oversubscribed, allotment of warrants will be made pro rata in relation to the Participants' initial allotment. Oversubscription of warrants shall take place in even hundreds.
The reasons for the deviation from the shareholders' preferential rights are to implement a long-term incentive programme for the Participants.
Subscription of new shares through exercising warrants can take place during the period from and including 17 June 2028 up to and including 16 September 2028.
Subscription of shares through exercising warrants shall be made at a subscription price corresponding to 140 per cent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market (the "Marketplace") during the period from and including 15 May 2025 up to and including 28 May 2025. The subscription price thus calculated shall be rounded off to the nearest whole SEK 0.01, whereby SEK 0.005 shall be rounded upwards.
The Subscription price may not be set below the quota value of the shares. In the event that the subscription price exceeds the quota value of the shares, the part of the subscription price that exceeds the quota value of the shares shall be added to the unrestricted share premium reserve.
For each warrant, a cash amount shall be paid corresponding to the market value of the warrant, calculated in accordance with the Black & Scholes valuation formula by an independent valuation firm engaged by the Company, Optionspartner Sverige AB, as per 28 May 2025 after the closing of the Marketplace.
An illustrative Black & Scholes calculation based on an assumed share price of SEK 73.12 gives a market value of SEK 8.45 per warrant, whereby the following assumed parameters have been used in the Black & Scholes calculation:
Subscription price: SEK 102.37 (140 per cent of the share price of SEK 73.12)
Risk-free interest rate: 2.018 per cent
Volatility: 29.5 per cent
Maturity (years): 3 years and 3 months
The calculation is for illustrative purposes only and the market value of the warrants according to the final calculation that will be performed by the independent valuation firm, Optionspartner Sverige AB, on 28 May 2025 after the closing of the Marketplace may deviate from what is stated in the example above.
Subscription of warrants shall be made from and including 2 June 2025 up to and including 13 June 2025. Subscription of the Offered Warrants is made by cash payment to an account designated by the Company. Subscription of warrants in addition to the Offered Warrants shall be made on a subscription list and payment for any allotted warrants subscribed for in addition to the Offered Warrants shall be paid in cash in accordance with instruction on settlement note, however, no later than three banking days from the issue of the settlement note.
Other terms and conditions of the warrants are set out in the complete terms and conditions of the warrants. The terms and conditions contain, inter alia, customary conversion terms. The complete terms and conditions of the warrant will be available in accordance with what is stated under the heading “Other”.
A resolution on allotment of subscribed warrants shall be made no later than 16 June 2025. The Participant's right to allotment of warrants under the Warrant Programme 2025/2028 is conditional upon the Participant entering into an agreement with the Company regarding the investment in the warrants (the "Warrant Investment Agreement").
The Warrant Investment Agreement will contain customary transfer restrictions and pre-emption conditions. In the Warrant Investment Agreement, the Company also reserves the right to acquire the warrants from the Participant if the Participant's employment with the Qualisys group is terminated, if the Participant is unable to fulfil his/her obligations under the employment agreement due to illness, if the Participant's warrants are transferred to another party through inheritance, will or division of property, if the Participant is declared bankrupt or becomes subject to debt restructuring or foreclosure or any similar procedure or if the Participant breaches the Warrant Investment Agreement or his/her employment agreement. Such acquisitions and pre-purchases under the Warrant Investment Agreement shall be made at market value for vested warrants and at the lower of the Participant's acquisition cost and the market value for unvested warrants.
Under the Warrant Investment Agreement, the warrants vest in equal parts over three (3) years. The first 1/3 of the warrants vest on 17 June 2026 provided that the Participant's employment with the Qualisys group has not terminated at that time, the second 1/3 vest on 17 June 2027 provided that the Participant's employment with the Qualisys group has not terminated, and the third 1/3 vest on 17 June 2028 provided that the Participant's employment with the Qualisys group has not terminated.
Participants shall be able to exercise all warrants, whether or not they are vested, for subscription of shares in the Company in the event that the earliest date on which the warrants can be exercised for subscription of shares is brought forward in accordance with the complete terms and conditions of the warrants.
In the event of acquisition due to the Participant's breach of the Warrant Agreement or the employment agreement, if the Participant's employment with the Qualisys group has been terminated or could have been terminated through dismissal or the Participant having committed a criminal offence, the exercise price for both vested and unvested warrants shall, irrespective of the above, amount to 50 per cent of the lower of the Participant's acquisition cost and the market value.
The Warrant Investment Agreement will otherwise contain customary terms and conditions.
The Board of Directors shall be responsible for the design and management of the Warrant Programme 2025/2028 within the framework of the terms and conditions set out above.
Other information
Dilution effect
The Board of Directors' proposal for a resolution on the issue of warrants entails a dilution effect corresponding to a maximum of approximately 0.7 per cent of the shares and votes in the Company if the proposed warrants are fully exercised. The dilution effect is calculated as the ratio between the additional shares for which the warrants will be exercised and the number of current shares and the additional shares for which the warrants will be exercised.
Outstanding share-based incentive programmes
The Company currently has no outstanding share-based incentive programmes.
Costs of the Company, etc.
Considering that the warrants are subscribed for at an estimated market price, the incentive programme itself is not expected to entail any costs beyond certain limited costs for preparation and administration as well as social security contributions in Germany due to the fact that two Participants are resident in Germany. The Warrant Programme 2025/2028 is therefore expected to have only a marginal effect on the Company's key ratios.
For the two Participants who are resident in Germany, social security contributions in Germany are payable by the Company. The obligation to pay such social security contributions arises at the time they exercise warrants to acquire shares. The social security contributions are expected to average 3 – 4 per cent on the difference between (i) the market value of the shares on the acquisition date and (ii) the total amount paid by the employees for the warrants.
Preparation of the proposal
The proposal has been prepared by the Board of Directors together with external advisors. No employee who may be covered by the Warrant Investment Programme 2025/2028 has participated in the drafting of the terms thereof.
Majority requirement
A resolution to implement the Warrants Programme 2025/2028 as proposed by the Board of Directors is valid only if supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.
17. Resolution regarding authorization to the Board of Directors to issue shares, warrants, and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, on one or more occasions up to and including the next Annual General Meeting, to resolve on issue of shares, warrants, and/or convertibles for payment in cash and/or with terms regarding set-off or issue in kind, or otherwise with terms, and thereby be able to deviate from the shareholders’ preferential rights.
Issues made with deviation from the shareholders’ preferential rights shall be made on market terms, taking into account a market-based issue discount where applicable.
The number of shares that could be issued, the number of shares that could be subscribed for by virtue of warrants, and the number of shares that convertibles shall entitle conversion to shall in total correspond to a dilution of not more than ten (10) per cent in relation to the number of shares in the Company as of the date of the Annual General Meeting.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the Company’s financial flexibility by being able to use the Company’s shares as a means of payment in connection with a potential acquisition of, for example, companies, business, or parts of companies, or to carry out issues in order to finance potential acquisitions or enable other investments, to meet the Company’s strategic goals and/or to enable broadening of the Company’s shareholder base with new owners of strategic importance to the Company.
The approval by the Annual General Meeting of this proposal is valid only if supported by shareholders representing at least two‑thirds (2/3) of both the votes cast and the votes represented at the general meeting.
18. Resolution regarding adjustment authorization
The Board of Directors, the CEO, or any other person appointed by the Board of Directors shall be authorized to make such minor amendments and clarifications of the resolution by the general meeting that may prove necessary in connection with registration of the resolutions.
Number of shares and votes
As of the date of the notice, the total number of shares and votes in the Company amounts to 10,000,000. The Company holds no own shares.
Other
Accounting documents, the auditor's report, and other documents to be considered at the general meeting will be available at the Company's office at Kvarnbergsgatan 2 in Gothenburg, Sweden, and on its website, www.qualisys.com, no later than three weeks prior to the general meeting. The documents will also be sent free of charge to shareholders who request and who provide their postal address.
Shareholders are reminded of their right, at the general meeting, to request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and attendance at the general meeting and information about proxies, representatives and assistants will be used for registration, preparation of the voting list for the general meeting and, where applicable, minutes of the general meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/697 of the European Parliament and of the Council). For full information on how personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg in April 2025
Qualisys Holding Aktiebolag (publ)
The Board of Directors
[1] Participants hired before 1 January 2018.
Datum | 2025-04-11, kl 15:00 |
Källa | MFN |
