Notice of EGM of GiG Software Plc on 27 August 2025
30 July 2025
GiG Software Plc
(“GiG” or the “Company”)
Notice of EGM of GiG Software Plc on 27 August 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 27 August 2025 at 09:00 CEST at KG10, Kungsgatan 8, 111 43 Stockholm, Sweden.
This document is important and requires your immediate attention as you shall have the right to vote at the EGM. If you remain in doubt as to what voting action to take, you are advised to consult an appropriate independent adviser. You may also contact the company on [email protected].
The following documents are enclosed in this notice:
- information about the EGM;
- Information on resolutions related to agenda items;
- Shareholder Form of Proxy;
- Form of Proxy applicable to SDR Holders;
- Form of Proxy applicable to NDR Holders;
- Notice of Attendance applicable to SDR Holders;
- Notice of Attendance applicable to NDR Holders;
A copy of these documents, and the proposed Memorandum and Articles of Association, can be found in the Company’s website at https://www.gig.com/corporate-governance/shareholder-meetings/. 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 applicable 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 EGM
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 13 August 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 13 August, 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 15 August, 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 17:00 CEST on 22 August, 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 13 August, 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 17:00 CEST on 22, August 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 13 August, 2025; (ii) notify Equro Issuer Services AS of their intention to attend the EGM no later than 09.00 CEST on 25 August 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 CEST 13 August, 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 25 August, 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.
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1. |
Opening of the meeting |
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2. |
Presentation and approval of agenda |
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3. |
Election of the chairman of the meeting |
Resolution (a) |
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4. |
Election of one person to certify and sign the minutes |
Resolution (b) |
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5. |
Determination that the meeting has been duly convened |
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ORDINARY BUSINESS – ORDINARY RESOLUTIONS
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6. |
Subject to and conditional upon the approval of Resolutions (d) and (e), to elect Supa-us Tapaneeyakorn as director of the Company (“New Director”) |
Resolution (c) |
SPECIAL BUSINESS – EXTRAORDINARY RESOLUTIONS
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7. |
To approve that the authorised share capital of the Company be increased from one hundred fifty thousand Euro (€150,000), divided into one hundred fifty million (150,000,000) Ordinary ‘A’ shares having a nominal value of €0.001 per share to two hundred and twenty thousand Euro (€220,000), divided into two hundred and twenty million (220,000,000) Ordinary ‘A’ shares having a nominal value of €0.001 per share (the “Increase in Authorised Share Capital”); |
Resolution (d) |
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8. |
To approve that the board of directors of the Company be and is hereby authorised to issue Equity Securities (as defined in the current memorandum and articles of association of the Company) up to the authorised share capital of the Company, as may be revised from time to time, less the amount of the issued share capital of the Company at that time, for a maximum period of five years, renewable by ordinary resolution for further maximum periods of five years each (the “Board Authorisation”); and |
Resolution (e) |
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9. |
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/corporategovernance/articles-ofassociation/ (“New M&A”) for the purposes of reflecting the Increase in Authorised Share Capital, the Board Authorisation, the appointment of the New Director, 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. |
Resolution (f) |
GENERAL
10. Closing of the meeting
By order of the Board
Company Secretary
Claudio Caruana
30 July 2025