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| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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The shareholders in Goodbye Kansas Group AB are hereby invited to attend the annual general meeting on Friday 8 May 2026, 10:00 CET at the company's premises at Hammarbyterrassen 3, Stockholm.
REGISTRATION AND NOTICE OF ATTENDANCE
Shareholders who wish to attend the annual general meeting, shall,
firstly, be recorded in the share register kept by Euroclear Sweden AB as of Wednesday 29 April 2026, and
secondly, no later than Monday 4 May 2026, notify the company of their participation by sending a letter to Goodbye Kansas Group AB, att: Årsstämma, Hammarbyterrassen 3, 120 30 Stockholm or via email to [email protected], marked with ”Annual General Meeting”.
Upon notification of participation, the following information must be provided by the shareholder; the shareholders name/company name, personal ID. no./reg. no. address, phone number, and, when applicable, information about any representative and/or proxy. If the shareholder intends to bring one or two assistants to the meeting, their participation shall be notified, as stated above. Complete authorization documents such as registration certificate or equivalent should also be attached to the notification, where applicable, for example for a legal entity.
NOMINEE-REGISTERED SHARES
To be eligible to participate in the annual general meeting, shareholders whose shares have been registered in the name of a nominee must, no later than Wednesday 29 April 2026, re-register their shares in their own name, which means that they are entered in the share register maintained by Euroclear Sweden AB. Such re-registration may be temporary (so-called voting rights registration) and is requested by the shareholder via the nominee in accordance with the nominee's routines and in such advance the nominee requires. Voting rights registration requested by shareholders in time for it to be registered by the nominee no later than Monday 4 May 2026 will be included when preparing the share register for the annual general meeting.
REPRESENTATIVES
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate or equivalent authority document for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent before the annual general meeting to the Company at the address above.
A proxy form will be held available on the Company's website, www.goodbyekansasgroup.com and will also, upon request from a shareholder, be provided.
PROPOSED AGENDA
- Opening of the annual general meeting
- Election of chairman of the annual general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination if the annual general meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor´s report and the consolidated financial statements and the consolidated auditor´s report
- Resolution on:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company´s result according to the adopted balance sheet,
- discharge from liability for the directors and the managing director.
- Resolution on the number of board directors
- Resolution on the number of auditors
- Determination of the remuneration to the board of directors
- Determination of the remuneration to the auditor
- Election of board directors and of the chairman of the board of directors
- Election of auditor
- Resolution on authorization for the board of directors to resolve on new issues
- Closing of the meeting
PROPOSALS FOR RESOLUTION
NOMINATION COMMITTEE´S PROPOSAL (ITEM 2 AND ITEMS 9–14)
Election of chairman of the annual general meeting (item 2)
The nomination committee proposes that Mattias Anjou, lawyer at Synch Law AB, is elected chairman of the meeting.
Resolution on the number of board directors (item 9)
The Nomination Committee proposes that the Board of Directors consist of four members elected by the Annual General Meeting, with no deputies.
Resolution on the numbers of auditors (item 10)
The nomination committee proposes a registered audit company is elected auditor and no deputy.
Determination of the remuneration to the board of directors (item 11)
The Nomination Committee proposes that the Chairman of the Board receive a fee of SEK 600,000 (unchanged from 2025) and that each of the other external Board members elected by the Annual General Meeting receive a fee of SEK 250,000 (unchanged from 2025).
Determination of the remuneration to the auditor (item 12)
The nomination committee proposes that the auditor receives remuneration based on approved invoice.
Election of board directors and of the chairman of the board of directors (item 13)
The Nomination Committee proposes re-election of the Board members: Naveen Paul, Staffan Eklöw, Per Anders Wärn and election of Thomas Lindgren.
The nomination committee proposes re-election of Per Anders Wärn as the chairman of the board.
Thomas Lindgren, born in 1971, served as a regular member of the company’s board of directors until August 2025, when he assumed the role of interim CEO of the company. Thomas Lindgren holds a dual MSc. in Finance and Managerial Accounting from the Stockholm School of Economics. Thomas Lindgren is currently chairman of the board at Northify, a board member at TNTX i Boden AB, a board member at Stadga Ekonomi AB and chairman of the board at Wanderword Sverige AB.
Election of auditor (item 14)
The nomination committee proposes re-election of the registered audit company Grant Thornton Sweden AB. Grant Thornton hasconfirmed that the authorized auditor Carl Niring will remain responsible for the audit should Grant Thornton be elected.
THE BOARD OF DIRECTOR´S PROPOSALS (ITEMS 8B AND 15)
Resolution on allocation of the company´s result according to the adopted balance sheet (item 8b)
The board of directors’ proposal on allocation of result will be presented in the annual report.
Resolution on authorization for the board of directors to resolve on new issues (item 15)
The Board of Directors proposes that the Annual General Meeting resolves on an issue authorization as follows.
The Board of Directors shall be authorized, on one or more occasions prior to the next Annual General Meeting, to resolve on a new issue of shares, issue of warrants and/or issue of convertibles as follows.
Issues may be made with or without deviation from the shareholders' preferential rights. By resolution based on the authorization, a maximum of so many shares may be issued in connection with a new issue of shares, in connection with subscription through the exercise of warrants and/or in connection with conversion of convertibles corresponding to 25 percent of the number of outstanding shares in the company at the time of the general meeting's resolution on the authorization (which does not prevent warrants and/or convertibles from being combined with recalculation terms which, if applied, may result in a different number of shares).
Subscription may be made with a provision for cash payment, payment in kind, payment with the right of set-off or on terms and conditions in accordance with Chapter 2. Section 5 of the Companies Act.
The Board of Directors, or a person appointed by the Board of Directors, shall have the right to decide on such minor adjustments to the resolutions of the General Meeting as may be required upon registration with the Swedish Companies Registration Office.
DOCUMENTS
The financial statements and the auditor's report for the financial year 2025 are available at the company's website, www.goodbyekansasgroup.com., from no later than three weeks prior to the Annual General Meeting and will be sent immediately and free of charge to the recipient to shareholders who so request and state their postal address. The documents will also be available at the meeting. Other documentation for the meeting will be provided in the same way, but no later than two weeks before the meeting.
INFORMATION AT THE MEETING
The board and the managing director must, when requested by a shareholder, provide information about conditions that may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company's or subsidiary's financial situation, the consolidated accounts and the Company's relationship with other group companies, if sharing of such information can be done without causing the company significant harm.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see:
https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf
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Stockholm in March 2026
Goodbye Kansas Group AB (publ)
The board of directors