Notice of EGM of GiG Software P.L.C on 12 June 2025
Notice is hereby given that an extraordinary general meeting (“EGM”) of GiG Software P.L.C. (C 108629) (the “Company”) will be held on 12 June 2025 at 09:00 CEST at KG10, Kungsgatan 8, 111 43 Stockholm, Sweden.
Holders of Shares, NDRs or SDRs (collectively referred to as “Members“) can exercise their voting rights by submitting their voting instructions prior to the EGM by completing the relevant Form of Proxy to the instrument held by the Member. Members may also participate and vote at the EGM by returning the Notice of Attendance.
Right to participate and notice of participation at the Meeting
Notice to holders of Swedish Depository Receipts (“SDRs”)
Holders of SDRs who wish to attend and vote at the EGM must: (i) be registered in the register kept by Euroclear Sweden AB by 17:00 CEST 29 May 2025 (To be entitled to attend or vote at the EGM, an SDR holder whose SDRs are held in the name of a nominee, bank or brokerage must contact their nominee, bank or brokerage to register its SDRs in its own name so that the SDR holder is recorded in the SDR register kept by Euroclear Sweden AB on 29 May, 2025. Such registration may be temporary – so-called voting right registration – and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 17:00 CEST 2 June, 2025 are taken into account when preparing the register); (ii) notify Pareto Securities AB to [email protected] of their intention to attend the EGM no later than 09:00 CEST on 9 June 2025 by returning a signed Notice of Attendance form and all the required supporting documentation as indicated on the form. A holder of SDRs is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.
Holders of SDRs who wish to vote without attending at the EGM must: (i) be registered in the register kept by Euroclear Sweden AB by 17:00 CEST 29 May 2025 (see note above regarding voting right registration) and (ii) submit to Pareto Securities AB to [email protected] the voting instructions by returning the SDR Form of Proxy by no later than 09:00 CEST on 9 June 2025.
Notice to holders of Norwegian Depository Receipts (“NDRs”)
Holders of NDRs who wish to attend at the EGM must: (i) be registered in the register kept by Euronext Securities Oslo by 17.00 CEST 29 May 2025; (ii) notify Equro Issuer Services AS of their intention to attend the EGM no later than 09.00 CEST on 10 June 2025 by returning a signed Notice of Attendance form to [email protected] and all the required supporting documentation. A holder of NDRs is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.
Holders of NDRs who wish to vote without attending at the EGM must: (i) be registered in the register kept by Euronext Securities Oslo by 17.00 29 May 2025 and (ii) submit to Equro Issuer Services AS to [email protected] the voting instructions by returning the NDR Form of Proxy no later than 09.00 CEST 10 June 2025.
Requirements applicable to Members or Proxies who are legal persons
If the Member is a legal person (such as a company), the form of proxy or the Notice of Attendance should be signed on its behalf by an authorised representative. When submitting the relevant form (in accordance with the instructions within the form), you must also send the instrument granting you rights of representation of the legal person, such as a power of attorney.
If a Member will be represented by a proxy at the EGM, the Member shall provide a power of attorney when submitting this Notice of Attendance. If the proxy is a natural person, a proof of identity document (such as a passport or a national identity card) shall be submitted. If the proxy is a legal person, you must also send the instrument granting you rights of representation of the legal person (such as a power of attorney.)
Agenda of EGM
The agenda for the EGM shall be as set out below. At the EGM, the Company’s board of directors (the “Board of Directors”) shall propose a number of resolutions to the shareholders for their consideration, and, if deemed fit, approval.
The convening notice in full and the forms to be returned can be found below
| 1. | Opening of the meeting
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| 2. | Election of the chairman of the meeting
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Resolution (a) |
| 3. | Election of one person to certify and sign the minutes
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Resolution (b)
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| 4. | Determination that the meeting has been duly convened
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SPECIAL BUSINESS – EXTRAORDINARY RESOLUTIONS
| 5. | To approve that the Company’s current memorandum and articles of association are substituted in their entirety by the new memorandum and articles of association in the form, or in substantially the same form, as uploaded on the Company’s website on https://www.gig.com/corporate-governance/articles-of-association/ (“New M&A”) and to authorise the company secretary and/or any one director of the Company, acting singly, to (i) make any amendments to the New M&A as directed by the Malta Business Registry; (ii) execute the New M&A for and on behalf of the Company; (iii) to issue a certified extract of this resolution; and (iv) file the New M&A and the aforementioned extract with the Malta Business Registry, and/or any other competent authority, as may be required in terms of law.
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Resolution (c) |
GENERAL
6. Closing of the meeting
The convening notice in full and the forms to be returned can be found below.
– Form of Proxy for Shareholders (Voting without attending)
– Form of Proxy applicable to SDR Holders (Voting without attending)
– Form of Proxy applicable to NDR Holders (Voting without attending)
– Notice of Attendance applicable to SDR Holders (To participate at the EGM in person or by proxy)
– Notice of Attendance applicable to NDR Holders (To participate at the EGM in person or by proxy)
Other documents available for inspection ahead of the EGM:
– Proposed Memorandum and Articles of Association.
