The shareholders in Webrock Ventures AB, reg. no. 559130-4406, are hereby given notice to attend the annual general meeting to be held on 23 May 2024 at 15:00 CEST at Advokatfirman Schjødt, Hamngatan 27 in Stockholm.
Right to participate and notice of participation
A shareholder who wishes to participate at the annual general meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB on 15 May 2024.
- notify the company of their intention to participate in the meeting by post at address Mailbox 375, 111 73 Stockholm or by email to anna@webrockventures.com no later than 17 May 2024. The notification shall set forth name or company name, personal identity number or corporate identity number, address, telephone number, the number of shares held, and, if applicable, information about assistants (no more than two).
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 15 May 2024, voting right registrations completed by the nominee no later than 17 May 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 17 May 2024.
Proxy etc.
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity’s certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Mailbox 375, 111 73 Stockholm. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company’s website, www.webrockventures.com.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report, and the consolidated annual accounts and the auditor’s report for the group
- Resolution on approval of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
- Resolution on the allocation of the company’s profits and losses according to the adopted balance sheet
- Resolutions regarding discharge of the board members and the managing director from liability
- Election of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors
- Determination of remuneration to be paid to the board members and auditors
- Election of the members of the board of directors and the auditor and deputy auditors
- Approval of directed share issues in Docs Colombia AB and Pros Mexico AB
- Resolution regarding authorization for the board of directors to resolve on issue of shares, warrants and/or convertible debentures
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Item 2 – Election of chairman of the meeting
The shareholder Webrock Management AB (the ”Shareholder”) proposes that Ylva Enquist, member of the Swedish Bar Association, is elected as chairman of the annual general meeting.
Item 9 – Resolution on the allocation of the company’s profits and losses according to the adopted balance sheet
The board of directors proposes that the year’s result shall be carried forward.
Item 11 – Election of the number of members and deputy members of the board of directors and the number of, auditors and deputy auditors
The Shareholder proposes that the number of board members, for the period until the end of the next annual general meeting, shall be six, without any deputy board members. Furthermore, the Shareholder proposes that the company, for the period until the end of the next annual general meeting, shall have one auditor, without any deputy auditors.
Item 12 – Determination of remuneration to be paid to the board members and auditors
The Shareholder proposes that the remuneration to the board of directors shall be paid in a total amount of SEK 250,000 annually, allocated as follows. Christina Källenfors shall receive SEK 150,000. Erik Alenius and Petra von Rohr shall each receive SEK 50,000. Otherwise, no compensation shall be provided to the board members.
The Shareholder proposes that the auditor, for the period until the end of the next annual general meeting, shall be paid according to approved invoices.
Item 13 – Election of the members of the board of directors and where applicable the auditor and deputy auditors.
The Shareholder proposes re-election of Joakim Pops, Patrik Axelsson, Erik Alenius, Christina Källenfors, Petra von Rohr and Ola Åstradsson, as well as election of Erik Alenius as chairman of the board, all for the period until the end of the next annual general meeting.
The Shareholder proposes that the registered auditing company BDO AB is elected as the company’s auditor for the period until the end of the next annual general meeting. BDO AB has informed the company that, provided that the Shareholder’s proposal is approved by the annual general meeting, the authorized accountant Carl-Johan Kjellgren will be the auditor in charge.
Item 14 – Approval of directed share issues in Docs Colombia AB and Pros Mexico AB
According to Chapter 16 of the Swedish Companies Act (the ”LEO Law”), issuances of financial instruments in subsidiaries directed to members of the board of directors or employees of the issuer or another group company, must in some cases be approved by the general meeting of the parent company. The board of directors proposes that the general meeting approves new issues of shares in Docs Colombia AB and Pros Mexico AB, which are subsidiaries to Webrock Ventures AB’s subsidiary Cardo Health AB, as follows.
The board of directors proposes that the annual general meeting resolves to approve a new issue of shares in Docs Colombia AB of no more than 675,006 ordinary shares. The subscription price is SEK 0.001 per share. The right to subscribe for the new shares shall vest with Juan Camilo Amaya (maximum 450,004 shares) and Agustin Vásquez Ramirez (maximum 225,002 shares), which are senior executives in Docs Colombia AB.
The reason for not applying the shareholders’ pre-emption rights is an agreement between all of the shareholders
In addition, the board of directors proposes that the annual general meeting resolves to approve a new issue of shares in Pros Mexico AB of no more than 817,769 ordinary shares of series B. The subscription price is SEK 0.01021 per share. The right to subscribe for the new shares shall vest with Juan Arturo Olmos Durán, who is a senior executive in Pros Mexico AB.
The purpose of the directed share issues, and the deviation from the shareholders’ preferential rights, is to enable the senior executives to participate in the companies’ development and thereby create a community of interest between the senior executives and the current shareholders of the companies.
The complete proposal will be kept available at the company’s website.
The above proposal is valid only if it is supported by at least nine tenths of both the votes cast and the shares represented at the annual general meeting.
Item 16 – Resolution regarding authorization for the board of directors to resolve on issue of shares, warrants and/or convertible debentures
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or multiple occasions before the next annual general meeting, with or without deviation from the shareholders’ pre-emption rights, against cash payment, non-cash property or through set-off, or on other terms, decide on the issuance of new shares, convertible debentures, and/or warrants.
The purpose of the authorization is to provide flexibility to the board of directors in its work to ensure that the company, in an appropriate manner, can raise capital and acquire companies, businesses, and other assets.
The board of directors, the managing director, or anyone appointed by the board of directors or the managing director, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
A valid resolution requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the annual general meeting.
Documentation etc.
The annual report, the auditor’s report and other supporting documentation for resolutions will be available at the company’s offices, Nybrogatan 6 in Stockholm and website, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Webrock Ventures AB has corporate registration number 559130-4406 and its registered office is in Stockholm.
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Stockholm in April 2024
Webrock Ventures AB
The board of directors