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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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The shareholders of Sleep Cycle AB (publ) (“Sleep Cycle”), reg. no. 556614-7368, are hereby invited to attend the Annual General Meeting (the “AGM”) to be held on 13 April 2026 at 9.30 CEST at Jacy’z hotel, floor 4, Drakegatan 10, 412 50 Gothenburg, Sweden. Admission and registration for the AGM will begin at 9.00 CEST.
The Board of Directors has resolved, in accordance with the provisions of Sleep Cycle’s Articles of Association, that shareholders may also exercise their voting rights in advance by so-called postal voting.
Right to participate and notification
A) Attending the meeting venue
A person who wishes to attend the meeting venue in person or by proxy must
• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 1 April 2026; and
• give notice of its participation no later than 7 April 2026 by mail to Sleep Cycle AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, by phone +46 (0)8-402 91 33, by email to [email protected] or through the company’s website, https://investors.sleepcycle.com/en/. Upon the notification of participation, the shareholder must state name/business name, personal or corporate identity number, address, telephone number and number of any assistants (not more than two).
For shareholders who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. Form of proxy is available on Sleep Cycle’s website, https://investors.sleepcycle.com/en/. If the shareholder is a legal entity, certificate of incorporation, or corresponding authorisation document for the legal entity, must be attached. In order to facilitate the registration at the meeting, the power of attorney together with any registration certificate and other authorisation documents should be sent to the company at the address set out above in connection with the notice of participation.
B) Participation by postal voting
A person who wishes to participate in the AGM by postal voting must
• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 1 April 2026; and
• give notice of its participation no later than 7 April 2026 by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.
A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with the instructions stated under A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the company’s website, https://investors.sleepcycle.com/en/. The completed and signed form may be sent by mail to Sleep Cycle AB (publ), AGM 2026, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by email to [email protected] (state “Sleep Cycle AB – postal voting” in the subject line). The completed and signed form must be received by Euroclear Sweden AB no later than on 7 April 2026. Shareholders may also submit their postal votes electronically by verification with BankID via https://www.euroclear.com/sweden/generalmeetings/.
Shareholders may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. Form of proxy is available on the company’s website, https://investors.sleepcycle.com/en/. If the shareholder is a legal entity, certificate of incorporation, or corresponding authorisation document for the legal entity, must be enclosed with the form.
Nominee-registered shares
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 1 April 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time decided by the nominee. Voting rights registrations that have been made by the nominee no later than 7 April 2026 will be taken into account in the presentation of the share register.
Agenda
1. Opening of the meeting
2. Election of Chairperson of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of persons to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation by the CEO
8. Presentation of
a) the annual report and the audit report as well as the consolidated financial statements and the auditor’s report for the group
b) the auditor’s statement regarding the company’s compliance with the guidelines for remuneration to members of the executive management
9. Resolution regarding
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) allocation of the company’s profit or loss in accordance with the adopted balance sheet
c) discharge from liability of the members of the Board of Directors and the CEO
10. Determination of
a) the number of Board members
b) the number of auditors and deputy auditors
11. Determination of
a) fees to the Board members
b) fees to the auditors
12. Election of the Board of Directors and the Chairperson of the Board
a) Anne Broeng (re-election)
b) Christian Kanstrup (re-election)
c) Maciej Drejak (re-election)
d) Mathias Høyer (re-election)
e) Anne Broeng as Chairperson of the Board (re-election)
13. Election of auditor
14. Resolution on approval of the remuneration report
15. Closing of the meeting
Proposals
The Nomination Committee’s proposals (items 2 and 10–13)
The Nomination Committee prior to the AGM 2026 has consisted of Martin Anthonsen (MCGA AB and H265 AB), Erik Olsson (GLA Invest SA), Erik Bertilsson (Lancelot Asset Management) and Anne Broeng (Chairperson of the Board of Directors). Martin Anthonsen has been the Chairperson of the Nomination Committee.
The Nomination Committee proposes the following:
Chairperson of the meeting: The attorney Aleksander Ivarsson.
Board of Directors: The Nomination Committee proposes that the Board of Directors shall consist of four ordinary Board members, without deputy Board members. Anne Broeng, Christian Kanstrup, Maciej Drejak and Mathias Høyer shall be re-elected as Board members. The Nomination Committee further proposes re-election of Anne Broeng as Chairperson of the Board of Directors.
Hans Skruvfors has declined re-election to the Board of Directors for the AGM 2026.
Information about all Board members proposed for re-election is available on the company’s website, https://investors.sleepcycle.com/en/.
Board and Committee fees: Board fees shall be paid with SEK 770,000 (SEK 750,000) to the Chairperson of the Board and shall be paid with SEK 304,000 (296,000) to each other member of the Board elected by the AGM. For work in the Audit Committee, a fee of SEK 131,000 (127,500) shall be paid to the Chairperson and a fee of SEK 68,500 (66,500) shall be paid to each other member. For work in the Remuneration Committee, a fee of SEK 68,500 (66,500) shall be paid to the Chairperson and a fee of SEK 42,000 (41,000) shall be paid to each other member.
Auditor and auditor’s fee: The number of auditors shall be one without deputies. In accordance with the recommendation from the company’s Audit Committee, the Nomination Committee proposes re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB (“PwC”) for a period of one year until the close of the AGM 2027. It was noted that PwC has informed that the authorised public accountant Ulrika Ramsvik will be auditor in charge if PwC is to be elected as auditor by the AGM.
Auditor’s fee is proposed to be paid as per approved invoice.
Preparation and approval of the voting register (item 3)
The voting list proposed for approval is the voting list drawn up by the company, based on the AGM register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
The Board’s proposal on allocation of the company’s profit or loss in accordance with the adopted balance sheet (item 9b)
The Board of Directors proposes that a dividend of SEK 0.53 per share shall be paid to the shareholders.
The Board of Directors proposes that the record date for dividend shall be 15 April 2026. Should the meeting resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting 20 April 2026.
Shares and votes
The total number of shares and votes in the company is 20,277,563. The company does not hold any own shares.
Questions and shareholders’ right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the AGM regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the Group. Shareholders are welcome to submit questions in advance by mail to Sleep Cycle AB (publ), ”AGM 2026”, Drakegatan 10, 412 50 Gothenburg, Sweden or by email to [email protected].
Available documentation
The financial statements, the auditor’s report, the auditor’s statement regarding guidelines for executive remuneration and the Board of Directors’ remuneration report for the financial year 2025 will be available at the company and on the company’s website https://investors.sleepcycle.com/en/ no later than three weeks before the AGM. In other respects, the complete proposals are set out under each respective item in the notice.
Information about all Board members proposed for election and the Nomination Committee’s reasoned statement etc. are available on the company’s website https://investors.sleepcycle.com/en/.
The documents will be sent free of charge to shareholders who so request and state their address.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected]. Sleep Cycle AB (publ) has company registration number 556614-7368 and the Board’s registered office is in Gothenburg.
Gothenburg in March 2026
Sleep Cycle AB (publ)
The Board of Directors