The shareholders of 4C Group AB (publ), reg. no. 556706-0412, (the "Company") are hereby invited to the Annual General Meeting (the “Meeting”) on May 15, 2024, at 14.00 CET at the Company, Vattugatan 17, 111 52 Stockholm, Sweden.

A. Right to attend the Meeting
Shareholders wishing to attend the annual general meeting must on the record date, which is Thursday 7 May 2024, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Tuesday 7 May 2024, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 9 May 2024 will be considered in preparations of the share register. Shareholders must also notify their participation in in accordance with below stated.

B. Notification of attendance
Shareholders wishing to attend the Meeting shall notify their and any counsel's participation (max 2) to the Company by e-mail to AGM@4cstrategies.com, no later than on Thursday 9 May 2024. Notice of attendance shall include name, personal/ corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. The proxy template is available on the Company’s webpage www.4cstrategies.com. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the Meeting and shall well before the Meeting be sent to the Company by e-mail to the address stated above.

C. Draft agenda

  1. Opening of the Meeting and election of Chairman of the Meeting.
  2. Preparation and approval of the voting register.
  3. Election of one participant to verify the minutes, together with the Chairman of the Meeting.
  4. Determination of whether the Meeting was duly convened.
  5. Approval of the agenda.
  6. Presentation of Annual Report and Auditor's Report as well as Consolidated Financial Statements and the Auditor’s Report on the Consolidated Financial Statement for the income year 2023.
  7. Resolution:
  1. on the adoption of the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet;
  2. dispositions regarding the Company’s profit or loss according to the approved Balance Sheet and the approved consolidated balance sheet; and
  3. on discharge from liability of Board of Directors and the CEO.
  1. Determination of remuneration for the Board of Directors, Committees and the Auditors.
  2. Election of:
  1. Board of Directors and Chairman of the Board; and
  2. Auditors.
  1. Resolution regarding principles for the Nomination Committee.
  2. Resolution to authorize the Board of Directors to issue shares, warrants and/or convertibles.
  3. Closing of the Meeting.

Proposals for resolution
Item 1: Opening of the Meeting and election of Chairman of the Meeting

The Nomination Committee for the Company has, prior to the Meeting, consisted of Erik Syrén, appointed by Hedskog Equity AB, Emil Hjalmarsson, appointed by Aktiebolag Grenspecialisten Bengt Axelsson, appointed by Klas Lindström and adjunct member and chairman of the board, Andreas Hedskog. Together, Hedskog Equity AB, Aktiebolag Grenspecialisten and Klas Lindström represent approximately 28.8 percent of the total number of votes in the Company.

The Nomination Committee proposes that Chairman of the Board, Andreas Hedskog, is appointed as Chairman of the Meeting.

Item 7a: Adoption of the Income Statement and Balance Sheet and the Consolidated income statement and consolidated balance sheet
It is proposed that the income statement and balance sheet and the consolidated income statement and consolidated balance sheet in the presented annual accounts are adopted.

Item 7b: Resolution on dispositions regarding profit or loss according to the approved balance sheet and the approved consolidated balance sheet
It is proposed that all available funds are carried forward and that no dividends shall be paid.

Item 7c: Discharge from liability for Board of Directors and the CEO.
It is proposed that the Board of Directors and the CEO, who held either of these roles during 2023, are discharged from liability.

Item 8: Determination of remuneration to the Board of Directors, the Committees and the Auditors
It is proposed that the remuneration to the members of the Board of Directors shall remain unchanged from previous year, i.e.:

  • SEK 175,000 to each non-employed board member and SEK 350,000 to the chairperson of the board, provided he or she is not employed in the group.
  • that fees for committee work shall remain unchanged, i.e.: SEK 25,000 to the chairperson of the committees and SEK 15,000 to other members of the committees.

It is proposed that fees to the auditor be paid according to an approved invoice.

Item 9a): Election of the Board of Directors and Chairman of the Board
It is proposed by the Nomination Committee that the Board of Directors shall continue to consist of six directors. It is proposed to re-elect of the current board members Andreas Hedskog, Louise Bagewitz, Christine Rankin and Jörgen Ericsson. It is also proposed that Andreas Hedskog shall be re-elected as chairman of the board. Lena Ridström and David Lidbetter have declined re-election and the Nomination Committee proposes Anders Fransson and Erik Ivarsson as new members of the board.

Further information regarding the new proposed directors

Name: Anders Fransson

Background and education: Anders Fransson has 25 years of experience from the software and investment industries with positions as founder, sales manager, CEO and member of the board. His background includes founder/managing director at Lundalogik (Lime Technologies), managing director at Bisnode Marknad, business unit manager at Innovation Skåne and senior investment manager at Tibia Konsult AB. Anders has also held numerous board positions at, and acted as an adviser to, growing profitable B2B software companies and scalable technology start-ups. Anders holds a MSc in engineering from Lund Institute of Technology and has studied business administration at Lund University. Anders has extensive experience in sales and business development, organizational scale up, and leading/supporting software companies into profitable growth.

Current assignments: Anders is a senior investment manager at Tibia Konsult AB, an investment company with holdings in numerous industries where Anders is responsible for the software/tech portfolio. Current board assignments are Image Systems AB, Prorenata AB, Invoice Finance AB, Billmate AB, Mikrodust AB, CR Competence AB and Logisk Resursutveckling AB.

Previous assignments: Anders has had board assignments in Infrasight Labs and Lime Technologies.

Year of Birth: 1967

Nationalty: Swedish

Ownership in the Company: 0.61%

Independence
According to the nomination committee's assessment, Anders Fransson is independent in relation to the Company and the Company's management, but dependent in relation to the Company's major shareholders as he is employed by Tibia Konsult AB, the Company’s third largest shareholder.

Name:Erik Ivarsson

Background and education: Erik work since 2018 as portfolio manager and investment analyst at Grenspecialisten, a privatly owned Swedish Investment Company and holds a MSc in Economics from the University of Lund. Erik has experience in investment management and supporting software companies into profitable growth. He is a member of the board in Formpipe Software AB (publ) and Generic Sweden AB (publ).

Current assignments: Erik work as portfolio manager and investment analyst at Grenspecialisten, a privatly owned Swedish Investment Company. He is also a member of the board in Formpipe Software AB (publ) and Generic Sweden AB (publ). 

Previous assignments: N/A

Year of Birth: 1992

Nationalty: Swedish

Ownership in the Company: 0.1%

Independence

According to the nomination committee's assessment, Erik Ivarsson is independent in relation to the Company and the Company's management, but dependent in relation to the Company's major shareholders as he is employed by Grenspecialisten AB, the Company’s second largest shareholder.

Independence according to the Swedish Corporate Governance Code

After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the proposed members of the board, one may be considered dependent in relation to the Company and one may be considered dependent in relation to major shareholders. The other three proposed directors are considered independent to the Company, the management of the Company and the Company's major shareholders.

Further information regarding the for re-election proposed directors is available at the Company's website investors.4cstrategies.com and in the annual report for 2023.

Item 9b): Election of the Auditors
It is proposed re-election of the registered auditing company Ernst & Young AB as the Company's auditor for the period until the end of the next annual general meeting. Ernst & Young AB has notified that the authorized public accountant Peter Gunnarsson will continue as principal auditor.

Item 10: Resolution regarding principles for the Nomination Committee
The board of directors of the Company proposes that the annual general meeting resolves to adopt the following instruction to the Nomination Committee.

Instruction to the Nomination Committee

The composition of the Nomination Committee
The Nomination Committee shall consist of three owner representatives represented by the largest shareholders or groups of owners in the Company in accordance with the share register from Euroclear Sweden AB as of 30 September each year. In addition to these three members, the Chairman of the Board may be a co-opted member of the Nomination Committee. In accordance with the Swedish Code of Corporate Governance, a member of the Nomination Committee must carefully consider before the assignment is accepted whether there is a conflict of interest or other circumstances that make it inappropriate to participate in the Nomination Committee. The Nomination Committee shall apply the Swedish corporate governance code.

Process for appointing the Nomination Committee 
The Chairman of the Board shall, immediately after 30 September each year based on the share register from Euroclear Sweden AB, contact the three largest shareholders or groups of owners and request that they each appoint a representative. The members of the Nomination Committee shall be published on the Company's website no later than six months before the Annual General Meeting. If any of the three largest shareholders or groups of owners refrains from appointing an owner representative or if an owner representative resigns before the assignment has been completed without the shareholder or owner group appointing a nomination committee member, the Chairman of the board shall request the next shareholder or group of owners. i.e. the fourth largest shareholder or group of owners) to appoint an owner representative within a week. This process continues until the Nomination Committee consists of three owner representatives. In the event of changes in ownership in the Company that affect the composition of the three largest shareholders or ownership groups, the one of the three largest shareholders or ownership groups that does not have an owner representative on the Nomination Committee may contact the Nomination Committee's chairman with a request to appoint a member. The Chairman of the Nomination Committee shall then inform the other members of the request. If the change of ownership is not insignificant, a member appointed by shareholders or a group of owners who no longer belong to the three largest companies shall make their place available and the new shareholder or group of owners should be allowed to appoint a member. 

Requirements on the Nomination Committee in accordance with the Swedish Corporate Governance Code
The Nomination Committee shall meet the composition requirements set out in the Swedish Corporate Governance Code, meaning that the Nomination Committee shall have at least three members, one of whom shall be appointed Chairman. The majority of the members of the Nomination Committee shall be independent in relation to the Company and the management of the Company. Further, at least one member of the nomination committee is to be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company. Members of the Board of directors may be members of the nomination committee but may not constitute a majority thereof. If more than one board member is included in the nomination committee, no more than one of them may be dependent in relation to the Company's major shareholders. The Chairman of the Board or another Board member shall not be the Chairman of the Nomination Committee. Neither the chief executive officer nor other members of the executive management are to be members of the nomination committee.

The Chairman of the Nomination Committee, term of office and interest 
The Nomination Committee shall appoint the Chairman of the Nomination Committee from among its members. The term of office of the appointed Nomination Committee runs until a new Nomination Committee has been appointed. The Nomination Committee shall safeguard the interests of all the Company's shareholders in matters that fall within the scope of the Nomination Committee's tasks in accordance with the Swedish Corporate Governance Code. 

The Nomination Committee's proposal
Without limiting what has been said previously, the Nomination Committee shall submit proposals to the Chairman at the Annual General Meeting, election of Chairman and other members of the Company's Board, board fees divided between Chairman and other members and the principles for possible remuneration for committee work, election and remuneration of auditor and decision on principles for the appointment of a new nomination committee. Fees shall not be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to charge the Company with costs for, for example, recruitment consultants or other costs required for the Nomination Committee to be able to fulfill its assignment. The above principles for how the Nomination Committee is appointed and instructions for its work shall apply until its Annual General Meeting decides to change them.

Item 11: Resolution to authorize the Board of Directors to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 10 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the share’s quota value.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.

A resolution in accordance with this exhibit requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

D. Majority requirements
A resolution in accordance with item Fel! Hittar inte referenskälla. requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

E. Number of shares and votes
The total number of shares in the Company amounts to 34,587,142 shares and votes in the Company to 34,587,142 as of the date of this notice. The Company does not hold any own shares.

F. Documentation and other information
Copies of accounting documents, auditor's report, power of attorney forms, and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the offices of the Company three weeks before the Meeting. All documents will upon request be sent to the shareholders who provide their e-mail of postal address.

The shareholders are hereby notified regarding the right to, at the Meeting, request information from the board of Directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

4C Group AB (publ)
The Board of Directors
Stockholm in April 2024

For further information, contact:

4C Group AB (publ)
Jonas Jonsson, CEO
Anders Nordgren, CFO
investor.relations@4cstrategies.com | + 46 (0) 8 522 27 900

Certified Adviser: FNCA Sweden AB

About 4C Strategies

4C Strategies is a leading global provider of organisational readiness and training management solutions for customers in the defence, public and corporate sectors. 4C Strategies provides an integrated offering of organisational readiness and training management solutions in mission-critical environments, consisting of its software platform Exonaut as well as expert services and software-related services. Exonaut complies with the strictest demands on security and data integrity and is accredited by NATO. From its offices in the Nordics, the UK the US and Austrailia, 4C Strategies serves over 150 customers, including some of the world’s most high-profile public institutions, global enterprises and several NATO allied armed forces. 4C Strategies was founded in Sweden in 2000, and is headquartered in Stockholm. 4C Strategies’ share is traded on Nasdaq First North Premier Growth Market, under the ticker “4C”.

investors.4cstrategies.com

Attachments

Notice to attend the 2024 Annual General Meeting in 4C Group AB (publ)

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