Notice of Extraordinary General Meeting in iZettle AB (publ)

iZettle AB (publ), 556806-0734, holds an extraordinary general meeting on Friday 13 July 2018 at 1 pm CET at Gernandt & Danielsson Advokatbyrå KB, Hamngatan 2 in Stockholm, Sweden.

Right to participate and notice of attendance to the company

Those who wish to attend the extraordinary general meeting must:

  • be entered as a shareholder in the share register kept by Euroclear Sweden AB on Saturday 7 July 2018 (as the record date is a Saturday, the shareholder must thus be entered as a shareholder in the share register kept by Euroclear Sweden AB on Friday 6 July 2018); and
  • give notice of attendance to the general meeting to the company no later than on Monday 9 July

Notice of attendance may be given in writing to iZettle AB (publ), Att. Legal department, Regeringsgatan 59, 111 56 Stockholm, Sweden or by email to elin.nyquist@izettle.com and malin.buch@izettle.com. The notice of attendance shall state name (or company name), personal identification number or corporate identification number, address, telephone number and, where relevant, the number of accompanying assistants (not more than two).

Shares registered in the name of a nominee

To be entitled to participate in the extraordinary general meeting, shareholders having their shares registered in the name of a nominee must, in addition to give notice of attendance, have the shares registered in their own name so that they are registered as shareholders in the share register kept by Euroclear Sweden AB on Saturday 7 July 2018 (as the record date is a Saturday, the shareholder must thus be entered as a shareholder in the share register kept by Euroclear Sweden AB on Friday 6 July 2018). Such registration may be temporary.

Proxy

Shareholders who do not attend the general meeting in person may exercise their rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at iZettle AB (publ), Att. Legal department, Regeringsgatan 59, 111 56 Stockholm, Sweden no later than on Monday 9 July 2018. Please note that a notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not suffice as a notice of attendance.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons to approve the minutes
  5. Determination of whether the meeting was duly convened
  6. Approval of the agenda for the meeting
  7. Resolution regarding amendment of the articles of association
  8. Resolution regarding change of company category from a public limited liability company to a private limited liability company and amendment of the articles of association
  9. Resolution regarding board fees
  10. Resolution regarding dismissal and election of members of the board of directors
  11. Closing of the meeting

Proposed resolutions

Item 7 – Resolution regarding amendment of the articles of association

The board of directors proposes that the extraordinary general meeting resolves to amend the articles of association in the manner so that the central securities depository clause in § 18 is deleted. The amendment thus entails that the company’s shares shall no longer be registered in a central securities depository register in accordance with the Swedish Central Depository and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

Item 8 – Resolution regarding change of company category from a public limited liability company to a private limited liability company and amendment of the articles of association

The board of directors proposes that the extraordinary general meeting resolves to change the company category from a public limited liability company to a private limited liability company and to amend the articles of association in the manner so that:

  • The word “(publ)” is deleted from the company name in § 1.
  • The procedure for convening general meetings in § 14 is amended in accordance with the below:

Notices convening an annual shareholders’ meeting or other shareholders’ meeting shall be issued by e-mail not earlier than six weeks and no later than two weeks before the meeting.

  • Certain other editorial amendments in the articles of association are made necessary due to the implementation of the change of company category from a public limited liability company to a private limited liability company.

Item 9 – Resolution regarding board fees

Shareholders in the company propose that the extraordinary general meeting resolves that the fees to the board members (SEK 300,000 per individual) and fees to the chairman of the audit committee (SEK 100,000) resolved at the annual general meeting in the company on 3 April 2018, shall fall due in relation to the board members Sonat Burman-Olsson and Måns Hultman as if the conditions in that resolution were fulfilled at the date of the annual general meeting.

Pursuant to this resolution, the above board fees shall thus be paid out to each of the board members Sonat Burman-Olsson and Måns Hultman based on the period of service from and including the annual general meeting up to and including the end of the next annual general meeting or such earlier date when the assignment ends.

Item 10 – Resolution regarding dismissal and election of members of the board of directors

By reason of shareholders representing more than 90 per cent of the total number of shares in the company having entered into an agreement concerning the sale of the company to PayPal Holdings, Inc., these shareholders intend to present a proposal regarding the dismissal and election of members of the board of directors no later than in connection with the general meeting.

Shareholders’ right to request information

Shareholders are reminded of their right to request information according to Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Documents

The documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be made available at the company and at the company’s website, www.izettle.com, not later than three weeks prior to the general meeting. The documents will also be sent free of charge to shareholders who so request and provide their address to the company.

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Stockholm in June 2018
iZettle AB (publ)
The board of directors