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| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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OODA AI AB (publ), reg. no. 556737-5489 (the “Company”), gives notice of the annual general meeting to be held on 30 June 2026 at 10:00 a.m. at United Spaces’ premises at Klarabergsviadukten 63, Stockholm. Registration for the annual general meeting will commence at 9:45 a.m.
N.B. This English text is an unofficial translation of the Swedish original notice to attend the annual general meeting in OODA AI AB (publ). In case of any discrepancy between the Swedish and English versions, the Swedish version shall prevail.
Registration and notification of attendance
Shareholders who wish to attend the annual general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on 22 June 2026, and
- notify the Company of their attendance at the annual general meeting no later than 24 June 2026. Notification shall be made in writing to OODA AI AB, c/o Klara Consulting, Stora gatan 38, SE-722 12 Västerås, Sweden. Notification may also be made by e-mail to [email protected]. The notification should state the shareholder’s name, personal identity number or corporate registration number, shareholding, address, telephone number and, where applicable, details of any representative or assistant (not more than two). Where applicable, the notification shall be accompanied by powers of attorney, registration certificates and other relevant authorization documents.
Shareholders whose shares are nominee-registered must, in order to be entitled to attend the annual general meeting, have their shares registered in their own name so that the shareholder is entered in the share register as of 22 June 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 24 June 2026 will be taken into account in the preparation of the share register.
Shareholders represented by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent document for the legal entity shall be enclosed. The original power of attorney and any registration certificate should be sent to the Company well in advance of the meeting. A proxy form is available on the Company’s website (www.ooda.ai).
PROPOSED AGENDA
- Opening of the annual general meeting.
- Election of the chairman of the meeting.
- Approval of the agenda.
- Preparation and approval of the voting register.
- Election of one or two persons to verify the minutes.
- Determination of whether the annual general meeting has been duly convened.
- Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.
- Resolutions regarding:
- adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
- allocation of the Company’s profit or loss in accordance with the adopted balance sheet.
- discharge from liability for the members of the board of directors and the CEO.
- Determination of remuneration to the members of the board of directors and the auditor.
- Election of members of the board of directors, chairman of the board of directors and auditor.
- Resolution to authorize the board of directors to resolve on new issues of shares, issues of warrants and convertibles.
- Resolution to authorize the board of directors to make minor adjustments to the resolutions adopted at the meeting.
- Closing of the annual general meeting.
PROPOSED RESOLUTIONS
Item 8b – Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the annual general meeting resolves that the profit or loss for the year shall be carried forward. The board of directors further proposes that no dividend shall be paid for the financial year 2025.
Item 9 – Determination of remuneration to the members of the board of directors and the auditor
It is proposed that remuneration to the board of directors, for the period until the end of the next annual general meeting, shall be paid in an amount of SEK 200,000 to members who are not employed by the Company and in an amount of SEK 300,000 to the chairman of the board of directors. The total remuneration shall amount to SEK 700,000.
Furthermore, the board of directors has proposed that remuneration to the auditor shall be paid in accordance with approved invoices and customary billing principles.
Item 10 – Election of members of the board of directors, chairman of the board of directors and auditor
It is proposed that Arli Mujkic, Björn Nilsson, Michaela Berglund and Johan Königslehner be re-elected as ordinary members of the board of directors for the period until the end of the next annual general meeting. Björn Nilsson is proposed to be re-elected as chairman of the board of directors.
It is further proposed that the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected as auditor for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has informed the Company that the authorized public accountant Andreas Skogh will be appointed auditor in charge if Öhrlings PricewaterhouseCoopers AB is re-elected as auditor. The Company’s previous auditor in charge, Johan Engstam, has retired.
Item 11 – Resolution to authorize the board of directors to resolve on new issues of shares, issues of warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, within the limits of the articles of association in force from time to time regarding the number of shares and the share capital, on one or more occasions during the period until the next annual general meeting, to resolve on new issues of shares, convertibles and/or warrants, with or without deviation from the shareholders’ preferential rights. Issue resolutions made pursuant to the authorization may provide for payment in kind, payment by set-off or cash payment. The subscription price in any issue resolved pursuant to the authorization shall be market-based.
The purpose of the authorization is to increase the Company’s financial flexibility and the board of directors’ scope for action. If the board of directors resolves on an issue with deviation from the shareholders’ preferential rights, the reason shall be to enable external capital raising for the financing of the Company’s operations, commercialization or development of the Company’s products.
A resolution on the issue authorization under this item is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
Item 12 – Resolution to authorize the board of directors to make minor adjustments to the resolutions adopted at the meeting
The board of directors proposes that the meeting authorizes the board of directors, the CEO or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.
Shareholders’ right to request information
Shareholders have the right under Chapter 7, Section 32 of the Swedish Companies Act to request at the annual general meeting that the board of directors and the CEO provide information regarding circumstances that may affect the assessment of an item on the agenda and the assessment of the Company’s financial position. The board of directors and the CEO shall provide such information if the board of directors considers that this can be done without material harm to the Company.
Documents
The annual report together with the auditor’s report, which shall be made available and presented at the annual general meeting, will be available on the Company’s website (www.ooda.ai) no later than three weeks before the meeting. Copies of the aforementioned documents will also be sent free of charge to shareholders who so request and state their postal address or e-mail address. The documents will also be available at the annual general meeting. Requests for documents shall be made to the same address and e-mail address as for notification of attendance at the annual general meeting.
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company amounts to 3,731,465. The Company holds no own shares.
Processing of personal data
For information on how personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
_____________________________
Stockholm, May 2026
OODA AI AB (publ)
The board of directors
For further information, please contact:
Arli Charles Mujkic, CEO, OODA AI AB
Email: [email protected]
Telephone: +49 176 626 999 64
Måns Pontén Söderlind, Deputy CEO, OODA AI AB
Email: [email protected]
Telephone: +46 70 766 47 71
About OODA AI AB
OODA AI is a group of companies with a focus on artificial intelligence (AI) and software-as-a-service (SaaS). The group of companies provides AI services in the form of decentralized and distributed AI computing, AI tools as well as AI consulting, training and implementation. The group of companies operates on a global market, the head offices are located in Stockholm (Sweden) and Munich (Germany). Listed on Nasdaq Stockholm First North, also traded on Börse Frankfurt, Börse Stuttgart and Börse München.
For more information, www.ooda.ai
The company's Certified Adviser is Eminova Fondkommission AB | 08-684 211 00 | [email protected]