The shareholders of
The board of directors has decided, pursuant to the Company's articles of association, that shareholders shall have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the meeting by attending in person, through a proxy or by postal voting.
Participation and registration
Shareholders wishing to participate in the meeting must:
- be registered in the share register maintained by
Euroclear Sweden AB on the record date, which is Wednesday2 August 2023 , and -
no later than Friday
4 August 2023 , give notice of participation and any assistants (no more than two) in writing by regular mail to Kanter Advokatbyrå KB, Att: Emelie Möller, Box 1435, 111 84 Stockholm (please mark the envelope "Readly EGM 2023") or by e-mail to moller@kntr.se. The notification should state the full name, personal or corporate identity number, shareholding, address, telephone number and, when applicable, information about the deputy, proxy or assistants. Shareholders who wish to participate in the meeting by postal voting, please find instructions set out below under section "Advance voting".
Nominee shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register their shares in their own name with
Proxy
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 meeting and a copy should be sent to the Company well before the meeting by regular mail or by e-mail at the addresses stated above, and should, in order to facilitate the entrance to the meeting, be received by the Company no later than Wednesday
Advance voting
Shareholders who wish to exercise their voting rights at the meeting by postal voting in advance shall use a special form for advance voting. The form is available on https://corporate.readly.com/. Shareholders exercising their voting right through postal voting does not need to notify the Company of attendance at the meeting. The advance voting form is considered as the notification of attendance at the meeting.
The completed voting form must be received by the Company no later than Friday
Further instructions and conditions are included in the form for advance voting.
Remote attendance
Shareholders may also attend the meeting remotely (via video conference). Those who want to attend the meeting remotely and would like to utilise their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilise their voting rights. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the meeting remotely, no later than on Wednesday
For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to vote, speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are attending the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to attend the meeting.
Proposed agenda
- Opening of the meeting
- Appointment of chairman for the meeting
- Preparation and approval of the voting list
- Election of one person to certify the minutes
- Examination of whether the meeting has been duly convened
- Approval of the agenda
-
Resolution to approve a) publisher agreement with
Bonnier News AB , b) publisher agreement withBonnier Publications International AS and c) advertising agreement withBonnier News AB (related party transactions) - Closing of the meeting
Item 2: Appointment of chairman of the meeting
The board proposes that Ebba Olsson Werkell, Kanter Advokatbyrå, is appointed as chairman at the meeting.
Item 7: Resolution to approve a) publisher agreement with
Background and reasons
Statement according to Chapter 16a, Section 7 of the Swedish Companies Act with respect to the proposals for resolutions according to item 7 in the notice.
The independent directors in the Company have proposed that the extraordinary general meeting resolves to approve two publisher agreements with
These agreements are so-called related party transactions that, according to Chapter 16a of the Swedish Companies Act, shall be approved by a general meeting. In accordance with the aforementioned, the independent directors of the board hereby present its statement and proposals for resolutions as follows.
Description of the agreements
a) Publisher agreement with
The publisher agreement with
b) Publisher agreement with
The publisher agreement with
The two publisher agreements cover approximately 35 titles and are a leading part of the
c) Advertising agreement with
The advertising agreement with
Proposal for resolutions
The independent directors of the board make the assessment that the terms of these agreements are attractive for the Company, and that the two publisher agreements would strengthen
The independent directors' proposal is that the extraordinary general meeting approve the agreements as described above.
Majority requirements
Valid resolutions in accordance with item 7 a-c require support by shareholders holding more than half of both the votes and shares represented at the meeting, the shares and votes held, directly or indirectly, by Bonnier are not to be taken into account.
Miscellaneous
Proxy form and advance voting form are available at least three weeks in advance of the meeting. The notice and all the above documents are available at the Company at Kungsgatan 17 in
The total number of shares and votes in the Company on the date of this notice amounts to 37,904,738 shares. The Company holds no own shares.
The shareholders are reminded of their right to request information at the meeting from the board of directors and the managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation to the meeting, see the Privacy notice available on
The board of directors
https://news.cision.com/readly/r/notice-of-extraordinary-general-meeting-of-the-shareholders-in-readly-international-ab--publ--to-be-,c3805520
https://mb.cision.com/Public/18245/3805520/bf8b919634e2a7da.pdf
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