The shareholders of Virtune AB, a publicly traded company registered under corporate ID number 5591752067 and headquartered in Stockholm, have been officially summoned to attend the Annual General Meeting (AGM) set to take place on Wednesday, May 21, 2025, at 4:00 PM. Unlike previous meetings, this years AGM will be held in person, providing a unique opportunity for shareholders to interact directly at the companys office located at Kungsgatan 26, 111 35 Stockholm.

Participation and Registration Details

To ensure a smooth process, shareholders who wish to participate in the AGM must register their attendance by sending an email to the company by the deadline of Friday, May 16, 2025, no later than 5:00 PM. Registration requests should be sent to hello@virtune.com. When registering, shareholders must provide their full name, address, personal or corporate identity number, telephone number, and details regarding their shareholding. If applicable, they should also include the name of any assistant, proxy, or deputy who will be attending on their behalf. Furthermore, shareholders who intend to participate via video link or wish to authorize a proxy must submit a signed, written power of attorney well in advance of the meeting. This document can also be sent to hello@virtune.com. If a legal entity is represented, it is mandatory to attach a registration certificate that shows the authorized signatory. Please note that all information shared during registration will be processed solely for the purpose of the AGM.

Agenda Overview

The meeting will cover an extensive agenda including:

  1. Election of the Chairman of the meeting
  2. Selection of one or two individuals to keep the minutes
  3. Establishment and approval of the electoral roll
  4. Approval of the agenda
  5. Verification of the meeting's proper convening
  6. Presentation of the annual report and audit report
  7. Decisions on:
    • Approval of the income statement and balance sheet
    • Dispositions regarding the company's results according to the approved balance sheet
    • Discharge from liability for the board members and the CEO
  8. Determination of the number of board members, deputies, and auditors
  9. Determination of remuneration for the board of directors and the auditor
  10. Election of board members and the auditor
  11. Decision on principles for the appointment of Board members
  12. Proposal for a resolution authorizing the board to decide on shares and convertible securities
  13. Proposal for a long-term incentive program for the board of directors and key personnel

Proposals for Key Decisions

Among the proposals, the Nomination Committee recommends that the current Chairman of the Board, Erik Fischbeck, or someone appointed by the Board in his absence, serve as the Chairman for the AGM. For the role of minute keeper, Gert Nordin is proposed, or an alternative designated by the Board, to assist in documenting the discussions and resolutions of the meeting.

Furthermore, regarding item 7b on the agenda, the Board of Directors proposes that the unallocated funds be transferred to a new account, suggesting that no dividend will be declared this year. The Nomination Committee has set a range for the board structure, proposing a minimum of 3 and a maximum of 8 members, and plans to elect 4 members and one deputy. Also noteworthy is the proposal to re-elect Erik Fischbeck, Laurent Kssis, Fredrik Djavidi, and Christopher Kock for another term until the next AGM.

The meeting will also address the remuneration of the Board, with proposed fees based on a predetermined price base amount established in 2025. It is suggested that the Board be compensated for regular board work, including up to twelve meetings, with potential for additional consulting fees for extra services as necessary.

Incentive Program and Share Issuance

A significant proposal on the agenda is the introduction of a long-term incentive program aimed at the Board, management, and key personnel of Virtune AB. This program, referred to as the Option Program 2025, could allow for the issuance of up to 316,000 warrants, resulting in a potential dilution of about 5% of the total outstanding shares.

Moreover, the Board seeks authorization to issue new shares and convertible debentures, potentially without adhering to the standard shareholder preference rights under specific circumstances such as acquisitions or capitalizations of the company. Any such issuance would be capped at a maximum dilution of 10% of the total outstanding shares.

Voting and Information

To achieve valid resolutions, a two-thirds majority vote is required for the share issuance item, while the incentive program needs the backing of at least nine-tenths of the votes cast. Shareholders are encouraged to request additional information before the meeting, which will be made available upon request via the specified email. Relevant documents, including the annual report and audit findings for 2024, will be accessible at the companys premises and on their official website starting three weeks prior to the meeting.

The Board of Directors looks forward to a productive AGM, reinforcing the companys commitment to transparency and shareholder engagement.

_____________________

Stockholm, April 2025

Virtune AB (Publ) Board of Directors