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Regulatory press release

Notice of Annual General Meeting in myFC Holding AB (publ)

Read the release

N.B. This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.
The shareholders of myFC Holding AB (publ), reg. no. 556942-1612, (the "Company") are hereby summoned to the Annual General Meeting on Thursday 28 May 2020 at 3:00 pm at Blasieholmen Investment Group's premises, Birger Jarlsgatan 2, Stockholm, Sweden.

Notification of attendance

To participate in the Annual General Meeting, shareholders must be registered as of 22 May 2020 in the share register kept by Euroclear Sweden AB. Shareholders with nominee-registered shares must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be effected by 22 May 2020, at latest. Shareholders should therefore contact their nominee with a request for re-registration of their shares well in advance of this date.

Furthermore, shareholders who wish to attend the Annual General Meeting must notify the Company no later than 22 May 2020 of their intention to attend. Notification of attendance can be made
  • by mail: myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm,
  • by e-mail: ulf.henning@myfc.se,or
  • by telephone: +46 70 555 35 54.

The notification of attendance must state name, personal identification number or corporate registration number, postal address, daytime telephone number and shareholding as well as information about any proxy or assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is notified as above.

Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney must not be issued earlier than one year before the date of the Annual General Meeting, unless the power of attorney states a longer period of validity, but no longer than five years from the date of issue. The power of attorney in its original, as well as certificate of incorporation and other relevant authorization documents, evidencing the authorized representative, should reach the Company at the above address no later than 22 May 2020.

A proxy form is available on the Company's website, www.myfc.se.

Actions due to covid-19 (coronavirus)

Due to the ongoing spread of the virus that causes covid-19 (coronavirus), the Board of Directors wants to take the measures possible to reduce the number of participants at the Annual General Meeting. In accordance with the Implementation of Shareholder and Association Meetings (Temporary Exceptions) Act (Sw. lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), the Board of Directors has resolved that the shareholders may exercise their voting rights by post before the Annual General Meeting.

Information on postal voting and forms for the postal voting will be available on the Company's website, www.myfc.se, for at least one week prior to the Annual General Meeting.

Proposed agenda

1. Opening of the Annual General Meeting
2. Election of chairman of the Annual General Meeting
3. Preparation and approval of the voting list
4. Election of one or two persons who shall attest the minutes of the meeting
5. Determination of whether the Annual General Meeting was duly convened
6. Approval of the agenda
7. Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group
8. Resolutions regarding

a. adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet,
b. appropriation of the Company's profit or loss according to the adopted balance sheet, and
c. discharge from liability of the members of the Board of Directors and CEO

9. Determination of the number of board members and auditors
10. Determination of fees for the members of the Board of Directors and the auditors
11. Election of board members and auditor
12. Resolution regarding authorization for the Board of Directors to resolve on issue of new shares etc.
13. Resolution on amendments of the Articles of Association
14. Closing of the Annual General Meeting

Proposals to resolution

Item 8 b - Resolution regarding appropriation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 9 - Determination of the number of board members and auditors

The nomination committee proposes that the number of board members shall be four. It is proposed that a registered accounting firm is appointed as auditor.

Item 10 - Determination of fees for the members of the Board of Directors and the auditors

The nomination committee proposes that an aggregate fee of SEK 450,00 shall be paid to the Board members, of which SEK 150,000 to the Chairman of the Board of Directors and SEK 100,000 to each of the other Board members. The fee per Board member is unchanged from previous year. Board members who receive remuneration from the Company due to employment shall not receive any board fee, either in the parent company or in subsidiaries. Remuneration for committee work will not be paid.

The nomination committee proposes that auditors' fee be paid on the basis of approved invoices.

Item 11 - Election of board members and auditor

The nomination committee proposes re-election of board members Markus Hermanek and Alex Guy, as well as election of Klaus Juergen Wiemers and Johnny Bräster. All members will be elected for the period up to and including the next Annual General Meeting. Lars Gullikson has declined re-election and Per Svantesson is not proposed for re-election. The nomination committee proposes that Markus Hermanek be re-elected as Chairman of the Board of Directors.

Further information about the proposed new board members is available on the company's website, www.myfc.se

Furthermore, the nomination committee proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) as auditor up to and including the next Annual General Meeting. PwC has notified that the certified accountant Magnus Lagerberg will be appointed auditor in charge.

Item 12 - Resolution regarding authorization for the Board of Directors to resolve on issues of shares etc.

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors as follows.

The Board of Directors is authorized to, on one or several occasions, during the period up to the next Annual General Meeting, resolve on a new issue of shares, warrants and/or convertible instruments, with or without preferential rights for the shareholders. Issue resolution on the basis of the authorization may be made with a provision on non-cash consideration, set-off or cash payment.

Issuance that is decided on the basis of the authorization and is made with deviation from the shareholders' preferential right shall have a subscription price in accordance with the market conditions. The number of shares to be issued, the increase in the number of shares through the exercise of warrants and/or conversion of the convertible instruments issued based on the authorization may not exceed 20 percent of the registered shares in the Company at any time (calculated prior to any recalculation according to the terms and conditions of the warrants and/or convertible instruments). Other terms and conditions may be decided by the Board of Directors. The purpose of the authorization and the reason for any deviation from the shareholder's preferential right is to:

i. enable raising of capital for expansion, and
ii. be able to utilize new business opportunities.

The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 13 - Resolution on amendments of the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association due to new and proposed amendments to Swedish company law. The proposed amendments to the Articles of Association are set out below.

Current wording Proposed wording
§ 1The company's § 1The company's name is myFC Holding AB (publ).
name is myFC Holding
AB (publ).
§ 8Notice of a § 8Notices of a general meeting shall be made by
general meeting advertising in the Swedish Official Gazette (Post- och
shall be made by Inrikes Tidningar) and on the company's website as well
advertising in the as by an announcement published in Svenska Dagbladet
Swedish Official with information that the notice has been issued.Notice
Gazette (Post- och of an annual general meeting and an extraordinary
Inrikes Tidningar) general meeting were an amendment of the articles of
and on the company's association shall be addressed, shall be issued not
website as well as earlier than six weeks and not later than four weeks
by an announcement prior to the meeting. Notice of other extraordinary
published in Svenska general meetings shall be issued not earlier than six
Dagbladet with weeks and not later than two weeks prior to the
information that the meeting.In order to be entitled to participate in a
notice has been general meeting, shareholders shall be registered in the
issued.Notice of an transcript  of the entire share register pertaining to
annual general the conditions prevailing five weekdays prior to the
meeting and an meeting, and notify the company of their, and any
extraordinary assistants, intention to attend not later than the day
general meeting were stipulated in the notice of the meeting. This day must
an amendment of the not be a public holiday, Saturday, Midsummer Eve,
articles of Christmas Eve or New Year's Eve and not fall earlier
association shall be than the fifth weekday prior to the meeting.Shareholders
addressed, shall be may be accompanied at the meeting by one or two persons
issued not earlier to assist them, but only if the shareholder notifies the
than six weeks and Company of the number of assistants in the manner stated
not later than four in the previous paragraph.
weeks prior to the
meeting. Notice of
other extraordinary
general meetings
shall be issued not
earlier than six
weeks and not later
than two weeks prior
to the meeting.In
order to be entitled
to participate in a
general meeting,
shareholders shall
be registered in the
transcript  of the
entire share
register pertaining
to the conditions
prevailing five
weekdays prior to
the meeting, and
notify the company
of their, and any
assistants,
intention to attend
not later than the
day stipulated in
the notice of the
meeting. This day
must not be a public
holiday, Saturday,
Midsummer Eve,
Christmas Eve or New
Year's Eve and not
fall earlier than
the fifth weekday
prior to the
meeting.Shareholders
may be accompanied
at the meeting by
one or two persons
to assist them, but
only if the
shareholder notifies
the Company of the
number of assistants
in the manner stated
in the previous
paragraph.

The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Majority requirements

Resolutions in accordance with items 12 and 13 above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Available documents

The full proposal of the nomination committee and the Board is presented in this notice, which is available at the Company and on its website as detailed below.

Accounting documents and auditor's reports for the financial year 2019 will be available at the Company at Saltmätargatan 8A, Stockholm and on the Company's website, www.myfc.se, no later than three weeks before the Annual General Meeting.

Copies of the above documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available at the Annual General Meeting.

Number of shares and votes in the Company

At the time of issue of this notice, the total number of shares and votes in the Company is 156,683,087. The Company holds no treasury shares.

Shareholders rights to receive information
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiary's financial position and the Company's relationship to other group companies and the consolidated accounts.

Processing of personal data

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

myFC Holding AB AB (publ)

Stockholm in April 2020
The Board of Directors

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