Notice of annual general meeting in Frisq Holding AB (publ)

The shareholders of Frisq Holding AB (publ), reg. no. 556959-2867, (the “Company”), are hereby convened to the annual general meeting to be held on Thursday 26 march 2020, at 14.00 at Baker & McKenzie’s premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 13.45.

Right to attend the annual general meeting and notice

Shareholders wishing to attend the annual general meeting must:

i. on the record date, which is Friday 20 March 2020, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Friday 20 March 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and

ii. notify their participation at the general meeting no later than Friday 20 March 2020. Notice of participation at the general meeting shall be sent by regular mail to Frisq Holding AB (publ), Attn: Thomas Edlund, Lästmakargatan 20, 111 44 Stockholm, or by e-mail to bolagsstamma@frisq.se. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document (“Registration Certificate”) shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to the address set out above, and should, in order to facilitate the entrance to the general meeting, be at the Company’s disposal no later than on Friday 20 March 2020. A form proxy will be available for downloading on the Company’s website, www.frisqholding.se.

Proposed agenda:

1. Opening of the meeting and election of the chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to approve the minutes
4. Determination as to of whether the meeting has been duly convened
5. Approval of the agenda for the meeting
6. Presentation of the annual report and the auditor’s report and the consolidated annual report and auditor’s report in respect thereof
7. Resolution regarding:
a. approval of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet;
b. allocation 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 the managing director.
8. Determination of remuneration to be paid to the directors and to the auditor
9. Election of directors and deputies and auditors
10. Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
11. Resolution regarding incentive program 2020/2024 to senior executives, employees and other key individuals in the Company and the group outside of the United States
a. Resolution to issue warrants
b. Resolution to approve transfer of warrants
12. Resolution regarding an employee stock option program for employees and key consultants in the Company and the group in the United States
a. Resolution to establish Employee Stock Option Program 2020/2024
b. Resolution to issue warrants and approval of transfer of warrants
13. Resolution regarding an option program to a board member and issue of warrants, including approval of transfer of warrants
a. Resolution to establish Option Program 2020/2023
b. Resolution to issue warrants and approval of transfer of warrants
c. Preparation of all proposals etc. (it is noted that this is not a topic for resolution)
14. Closing of the meeting

For further information, see the attached document.