Notice to the Annual General Meeting in Vitec Software Group AB (publ)

Participation at the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting shall:

• partly be registered in the share register kept by Euroclear Sweden AB on the record date on 17 April 2023; and
• partly give notice to the company of their intention to participate in the Annual General Meeting in accordance with the instructions under the heading “Participation at the Annual General Meeting venue”, or alternatively submit a postal vote in accordance with the instructions under the heading “Participation through postal voting”, no later than on 19 April 2023.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to have the right to exercise voting rights at the Annual General Meeting, regardless of whether participation takes place at the Annual General Meeting venue or through postal voting. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee carries out such registration. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than on 19 April 2023 will be taken into account at the preparation of the share register.

Participation at the Annual General Meeting venue
Registration for participation at the Annual General Meeting venue, in person or via proxy, shall be made to the company no later than on 19 April 2023 in any of the following ways:

• On the company’s website, www.vitecsoftware.com.
• By telephone +46 (0) 771 24 64 00, weekdays 09.00-16.00 (CET).
• By mail to Computershare AB, “Vitec AGM”, P.O. Box 5267, 102 46 Stockholm, Sweden.
• By e-mail to proxy@computershare.se.

When registering, shareholders must state their name, personal identity number or corporate registration number, address and telephone number, shareholding to be represented at the Annual General Meeting and any advisors.

Shareholders who participate via representative shall at the Annual General Meeting present a dated proxy signed by the shareholder and are asked to submit copies of such documents to the company in connection with the notification of participation to the Annual General Meeting in accordance with the above. Proxy forms in both Swedish and English are available on the company's website, www.vitecsoftware.com. If the shareholder is a legal entity, a certificate of registration or other authorisation document should be submitted in accordance with the above. Please note that notification of participation must be made even if the shareholder wishes to exercise its voting right through a representative. A submitted proxy does not apply as notification of participation at the Annual General Meeting.

Participation through postal voting
The Board of Directors has, in accordance with the regulations in Vitec's articles of association, decided that the shareholders shall be able to exercise their voting rights trough postal voting prior to the Annual General Meeting. Shareholders who wish to participate in the Annual General Meeting through postal voting shall use the postal voting form and follow the instructions available on the company's website, www.vitecsoftware.com. Postal voting forms can also be provided by post to shareholders who request it by telephone on +46 (0) 90 - 15 49 00, weekdays 08.00 a.m. - 17.00 p.m.

Shareholders who wish to participate trough postal voting shall send a completed and signed postal voting form by mail to Computershare AB, “Vitec AGM”, P.O. Box 5267, 102 46 Stockholm, Sweden, or by e-mail to proxy@computershare.se. Completed forms must be received by Computershare no later than on 19 April 2023.

Shareholders can also submit postal votes electronically through verification with BankID on the company’s website, www.vitecsoftware.com. Such electronic votes must be submitted no later than on 19 April 2023.

The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

Shareholders who submit postal votes through a representative shall attach a dated proxy signed by the shareholder to the postal voting form. Proxy forms are available in both English and Swedish on the company’s website, www.vitecsoftware.com. If the shareholder is a legal entity, a registration certificate or other authorisation document shall be attached to the form.

Persons who wish to participate at the Annual General Meeting venue, in person or through a representative, must notify the company of this in accordance with the instructions under the heading “Participation at the Annual General Meeting venue” above. This means that a notification of participation trough postal voting alone is not sufficient for shareholders who wish to participate at the Annual General Meeting venue.

Agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and auditor’s report as well as the consolidated financial statement and the group auditor’s report
8. Resolution regarding adoption of the profit and loss statement and the balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet
9. Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet
10. Resolution regarding discharge from liability for the members of the Board of Directors and the CEO
11. Resolution regarding the number of members of the Board of Directors and deputy members of the Board of Directors, as well as auditors and deputy auditors
12. Determination of remuneration to the members of the Board of Directors and the auditors
13. Election of members of the Board of Directors and Chairman of the Board of Directors
14. Election of auditors
15. Resolution regarding approval of remuneration report
16. Resolution regarding instruction for the Nomination Committee
17. The Board of Directors’ proposed resolution regarding authorisation for the Board of Directors to resolve on issuance of new shares etc.
18. The Board of Directors’ proposed resolution regarding long-term share savings plan, as well as authorisation on acquisition and transfer of class B shares under the program
19. Closing of the meeting

Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that Lars Stenlund, Chairman of the Board of Directors, or the person appointed by the Board of Directors in the event of his absence, is elected Chairman of the Annual General Meeting.

Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet (item 9)
The Board of Directors proposes that the Annual General Meeting resolves on an ordinary dividend of SEK 2.28 per share, to be paid quarterly through partial payments of SEK 0.57 per share.

The proposed record dates for the right to receive the partial payments are 27 June 2023, 26 September 2023, 22 December 2023, and 25 March 2024. The partial payments are expected to be made about three bank days after the respective record date.

According to the Swedish Companies Act, a maximum amount of the dividend shall be determined in advance to ensure that the dividend does not exceed the company’s distributable income, and such maximum amount is proposed to be determined to SEK 91,450,023. The total dividend shall not exceed the aforementioned maximum amount. In the event the number of shares in the company entails that the maximum amount may be exceeded, the distribution per share shall be adjusted down so that the total dividend corresponds to the maximum amount.

Resolution regarding the number of members of the Board of Directors and deputy members of the Board of Directors, as well as auditors and deputy auditors (item 11)
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of six ordinary members with no deputy members, and that one authorised auditing company shall be elected as auditor.

Determination of remuneration to the members of the Board of Directors and the auditors (item 12)
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, that the total remuneration to the Board of Directors shall amount to SEK 1,720,000 (previously SEK 1,650,000), whereof SEK 620,000 (previously SEK 600,000) shall constitute remuneration to the Chairman of the Board of Directors and SEK 220,000 (previously SEK 210,000) shall constitute remuneration to each of the other five members of the Board of Directors.

The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, that the remuneration to the auditor shall be paid in accordance with approved invoice.

Election of members of the Board of Directors and Chairman of the Board of Directors (item 13)
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of the members of the Board of Directors Lars Stenlund, Anna Valtonen, Birgitta Johansson-Hedberg, Jan Friedman and Kaj Sandart, and new election of Malin Ruijsenaars. Lars Stenlund is proposed to be re-elected as Chairman of the Board.

Election of auditors (item 14)
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of PricewaterhouseCoopers AB as auditor. PricewaterhouseCoopers AB has announced that it intends to appoint Aleksander Lyckow as auditor in charge.

Resolution regarding approval of remuneration report (item 15)
Guidelines for remuneration to senior executives were adopted at the Annual General Meeting 2021. Proposals for new guidelines are prepared when needed, but at minimum every four years, i.e. at the latest on the Annual General Meeting 2025. The Board of Directors does not propose any amendments to the guidelines adopted at the Annual General Meeting 2021.

The Board of Directors has prepared a remuneration report regarding the financial year 2022, in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ remuneration report.

Resolution regarding instruction for the Nomination Committee (item 16)
The Nomination Committee proposes that the Annual General Meeting resolves that a new Nomination Committee, before the Annual General Meeting in 2024, shall be appointed in the following manner.

Election of members etc.
The Nomination Committee shall consist of the Chairman of the Board of Directors and three additional members. Based on ownership statistics as of 31 August, the Chairman of the Board of Directors shall contact the three largest shareholders and offer them to appoint one member each for the Nomination Committee. If a shareholder abstains, the right passes to the next largest shareholder as regards the number of votes. When the members are appointed, the Chairman of the Board of Directors shall summon the Nomination Committee to a meeting.

The member appointed by the largest shareholder, as regards the number of votes, shall be the Chairman of the Nomination Committee. If a change takes place in the company’s ownership structure after 31 August, but earlier than two months before the Annual General Meeting, and if a new shareholder that is one of the three largest shareholders after this change expresses a wish to be included in the Nomination Committee, that shareholder shall have the right to either appoint another member or, if the Nomination Committee decides so, appoint a member to replace the member appointed by the smallest shareholder, as regards the number of votes, after the change in ownership. If a member resigns or a member is prevented from fulfilling its mandate, the shareholder who has appointed the member shall be asked to appoint a new member. If the shareholder abstains, the right passes to the next largest shareholder, as regards the number of votes. The Board of Directors proposes that no remuneration shall be paid to the members of the Nomination Committee, however remuneration for costs incurred shall be paid.

The Nomination Committee’s task
The Nomination Committee shall prepare and propose decisions to the general meeting regarding:

• Election of Chairman
• Resolution regarding the number of members of the Board of Directors
• Election of and resolution on remuneration to the Chairman of the Board of Directors and other members of the Board of Directors
• Election of and resolution on remuneration to the auditor and deputy auditor (if applicable)
• Election of and resolution on remuneration to members of another particular committee, which the general meeting may resolve to appoint
• Procedure for appointment of new Nomination Committee

The Nomination Committee’s proposals shall be submitted to the company, through the Chairman of the Board of Directors, no later than six weeks before the general meeting where election of members of the Board of Directors or auditor shall take place. The proposals shall, to the extent possible, include all requisite information so that the company, with guidance hereof, can fulfil its disclosure requirement according to the Swedish Companies Act, the regulated market’s rules and regulations, best practice on the stock market and other applicable rules or recommendations.

Meetings
The Nomination Committee shall meet when required for it to fulfil its tasks, however at least once per term of office. Notice to a meeting is issued by the Chairman of the Nomination Committee, with exception for the first meeting to which the notice is issued by the Chairman of the Board of Directors. The members can demand that the Nomination Committee is convened. The Nomination Committee is quorate if at least half of the number of members are participating. However, a resolution in a matter shall not be made if not all members have had the opportunity to participate in the handling of the matter, to the extent possible. The Nomination Committee’s resolution is the opinion for which more than half of the number of the participating members are voting, or in the event of equal number of votes, the opinion of the Chairman of the Nomination Committee.

Minutes shall be kept at the Nomination Committee’s meetings, which shall be signed or verified by the Chairman and a member appointed by the Nomination Committee. The minutes shall be kept in accordance with the procedure for keeping of board meeting minutes.

The Board of Directors’ proposed resolution regarding authorisation for the Board of Directors to resolve on issuance of new shares (item 17)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, for the period until the next Annual General Meeting, to resolve on share issues of class B shares and/or issues of convertible debentures of class B shares, with deviation from the shareholders’ preferential rights and with or without a provision regarding contribution in kind or that the shares shall be subscribed for with set-off rights. The authorisation includes a maximum of 2,500,000 class B shares, based on the current quota value, and shall be possible to exercise at one or more occasions within specified limits. The value transferred to the company through share issues by virtue of the authorisation, shall be made on market terms and may include a market-based issue discount.

Purpose of the authorisation
The purpose of the authorisation, and the reason for the possibility to deviate from the shareholders’ preferential rights, is to enable the company to, in a time and cost efficient way, finance acquisitions of companies, assets and liabilities, product rights or similar.

Authorisation for the Board of Directors to make adjustments
The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office.

Majority requirements
A valid resolution regarding issue authorisation in accordance with the above requires that shareholders representing not less than two-thirds (2/3) of the votes cast as well as the shares represented at the Annual General Meeting approve the resolution.

The Board of Directors’ proposed resolution regarding long-term share savings plan, as well as authorisation on acquisition and transfer of class B shares under the program (item 18)

Background and motivation
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term share ownership program for current and future employees (“Employees”) within the Vitec Group (Employee Share Savings Plan, “ESSP 2023”).

ESSP 2023 overview
ESSP 2023 is proposed to address current and future Employees within the Vitec Group. Subject to their own investment in Vitec class B shares (“Savings Shares”), during a period of twelve (12) months (“Savings Period”), normally through monthly savings, Employees will be offered the opportunity to receive, free of charge, an allocation of Vitec class B shares after a holding period which commences after the first acquisition of Savings Shares and ends on 30 June 2026 (“Holding Period”). The maximum savings amount will be differentiated with respect to the Employee’s role within the Vitec Group. Employees may receive an allocation of class B shares provided that their employment or a position as the CEO has not been terminated as a so-called bad leaver before the end of the Holding Period and conditional upon maintenance of their own initial investment in Savings Shares (“Matching Shares”).

The Board’s proposed resolution
Therefore, in order to maintain maximum flexibility, the Board of Directors proposes that the Annual General Meeting resolves:

1. on a long-term share savings plan (ESSP 2023) in accordance with the conditions set out in section A. below;
2. to authorise the Board of Directors to resolve on the acquisition of own class B shares in Vitec on Nasdaq Stockholm and that acquired own class B shares may be i) transferred free of charge to participants in ESSP 2023, and ii) transferred to secure thereto connected costs for social security contributions in accordance with the conditions set out in sections B.–D. below; and
3. in the event that the required majority according to sections B.–D. below cannot be reached that Vitec may enter into share swap agreements with third parties in accordance with the conditions in section E. below.

A. Decision on long-term share savings plan (ESSP 2023)

1. ESSP 2023 is addressed to Employees of the Vitec Group, which currently consists of approximately 1,400 employees.
2. ESSP 2023 means that Employees are offered the opportunity, subject to their own investment in Vitec class B shares (Savings Shares) during a Savings Period, to receive from Vitec or from another company within the Vitec Group, or from a designated third party, an allotment of Vitec class B shares free of charge. For every Savings Share, Employees participating in ESSP 2023 will have the opportunity, after the Holding Period to receive an allocation of one Vitec class B share (Matching Share).
3. The maximum amount that each Employee participating in ESSP 2023 may invest in, normally through monthly savings, have been differentiated with reference to position and responsibility in the group and the participants have for this reason been divided into five different categories:
   Category A – Group CEO
   Category B – Group Management
   Category C – Business Unit Managers
   Category D – Local Management
   Category E – Other employees
4. The maximum amount that each category above can invest during the Savings Period as well as the maximum number of participants in each category is set out below.
   Maximum savings amount during the Savings Period (SEK):
   Category A – not more than 1 person: 500,000
   Category B – not more than 15 persons: 400,000
   Category C – not more than 45 persons: 300,000
   Category D – not more than 125 persons: 200,000
   Category E – not more than 1,500 persons: 100,000
5. Employees may only participate in the ESSP 2023 if they invest for a minimum of SEK 500 monthly during the Savings Period.
6. An Employee’s investment will be used to quarterly after the publications of the Company’s quarterly reports, during the Savings Period, acquire as many whole Savings Shares as can be acquired with the Employee’s accumulated investment at that time.
7. Acquisitions of Savings Shares on behalf of the Employee will be made on Nasdaq Stockholm and be transferred to the Employee’s custody account.
8. It is a condition for the Employee to be able to receive Matching Shares that he or she, with certain specific exceptions, remains an Employee of the Vitec Group until the end of the Holding Period and that the Employee has retained Savings Shares acquired under the ESSP 2023 until the end of the Holding Period. Savings Shares that have been disposed of before the end of the Holding Period shall therefore not be taken into account when determining any allocation of Matching Shares.
9. Matching Shares will be allocated as soon as possible after the end of the Holding Period.
10. The Board shall be entitled to determine the detailed terms and conditions of ESSP 2023 within the framework of the main terms and conditions of ESSP 2023 as decided by the Annual General Meeting. The Board may in connection therewith make necessary adjustments to comply with specific local regulations or prevailing market conditions outside Sweden.
11. If there are significant changes in the Vitec Group or in the market that, in the Board’s opinion, would make the terms and conditions for the allocation of Matching Shares under ESSP 2023 unreasonable, the Board shall also have the right to decide on a reduced allocation of Matching Shares, or that no allocation of Matching Shares shall be made at all, for ESSP 2023 or for ESSP 2023 participants operating within a particular business unit or jurisdiction.
12. Participation in ESSP 2023 requires that such participation can legally take place in the various jurisdictions concerned and/or that, in the opinion of the Board, participation can take place with reasonable administrative costs and financial effort.
13. The number of Matching Shares will be recalculated as a result of any bonus issue, split, rights issue and/or other similar corporate action in such manner as the Board deems appropriate to obtain a reasonable result.
14. Matching Shares may not, however, be allocated during any such period when trading in the Company’s shares is forbidden in accordance with the Regulation (EU) No 596/2014 or any other equivalent legislation which applies at any given time.

B. Resolution authorising the Board to resolve on the acquisition of own class B shares in Vitec on Nasdaq Stockholm

In order to i) secure deliveries of class B shares to participants in ESSP 2023, and ii) secure thereto connected costs for social security contributions, in accordance with sections C.–D. below the Board proposes that the Annual General Meeting resolves to authorise the Board to resolve to acquire class B shares in Vitec on the following terms.

1. Acquisition of class B shares in Vitec may only be made on Nasdaq Stockholm.
2. The authorisation may be exercised on one or more occasions, but at the latest until the Annual General Meeting in 2024.
3. A maximum of 446,086 class B shares in Vitec may be acquired to secure the delivery of class B shares in accordance with sections C.–D. below.
4. Acquisition of Vitec class B shares on Nasdaq Stockholm may only take place at a price within the price range applicable on Nasdaq Stockholm at the time, meaning the range between the highest purchase price and the lowest sale price.

The Board of Directors has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

C. Resolution on transfers of acquired own class B shares to participants in ESSP 2023

The Board of Directors proposes that the Annual General Meeting resolves on that transfers of acquired own class B shares in Vitec may take place on the following conditions.

1. A maximum of 390,000 class B shares in Vitec may be transferred to participants in ESSP 2023.
2. The transfer of class B shares to participants in ESSP 2023 shall be free of charge and be made at the time specified in the terms and conditions of ESSP 2023.
3. The right to acquire class B shares in Vitec free of charge shall, with deviation from the shareholders’ preferential rights, be granted to persons within the Vitec group participating in ESSP 2023. Furthermore, subsidiaries of Vitec shall, with deviation from the shareholders’ preferential rights, have the right to acquire class B shares in Vitec free of charge, whereby such subsidiary shall be obliged, in accordance with the terms of ESSP 2023, to immediately transfer the class B shares to persons within the Vitec group participating in ESSP 2023.
4. The number of class B shares in Vitec that may be transferred under ESSP 2023 will be recalculated as a result of any bonus issue, split, rights issue and/or other similar corporate action in such manner as the Board deems appropriate to obtain a reasonable result.

A maximum of 390,000 class B shares acquired in accordance with point B. above may be transferred. Together with the number of class B shares that may be transferred under point D. below, a maximum of 446,086 class B shares may be transferred under ESSP 2023.

D. Resolution authorising the Board to transfer own class B shares to secure payment of social security contributions and occupational pension

In order to enable the transfer of own class B shares to hedge costs, including social security contributions and occupational pension related to ESSP 2023, the Board proposes that the Annual General Meeting resolves to authorise the Board to transfer own class B shares in Vitec on the following terms.

1. Transfer of class B shares may only take place at Nasdaq Stockholm at a price within the price range applicable from time to time, meaning the range between the highest purchase price and the lowest sale price.
2. Transfer may be made with the number of class B shares required for Vitec to cover costs, including social security contributions related to ESSP 2023, with a maximum of 56,086 class B shares.
3. Class B shares may also be transferred outside Nasdaq Stockholm to a bank or other financial institution, with deviation from the shareholders’ preferential rights. Such transfer may be made at a price corresponding to the stock exchange price at the time of the transfer of the class B shares transferred, with such fair market deviation that the Board deems appropriate.
4. The authorisation may be exercised on one or more occasions, but at the latest until the Annual General Meeting in 2024.
5. The number of class B shares transferred to hedge costs related to ESSP 2023 may be subject to recalculation as a result of a bonus issue, stock split and/or reverse stock split, rights issues or similar events affecting the number of class B shares in Vitec.

A maximum of 56,086 class B shares acquired in accordance with point B. above may be transferred. Together with the number of class B shares that may be transferred under point C. above, a maximum of 446,086 class B shares may be transferred under ESSP 2023.

E. Resolution on entering into a share swap agreement with a third party

In the event that the required majority for sections B.–D. above is not reached, the Board proposes that the Annual General Meeting resolves that the financial exposure relating to ESSP 2023 may be hedged by Vitec entering into a share swap agreement with a third party on market terms, whereby the third party may in its own name acquire and transfer class B shares in Vitec to Employees who participate in ESSP 2023.

Scope of the program, effects on key figures, dilution and costs
ESSP 2023 is expected to comprise no more than 446,086 class B shares which corresponds to a dilution of approximately 1.2 percent of the total number of shares in the Company and approximately 0.7 percent of the total number of votes in the Company. Granted but not yet exercised assignable rights to class B shares under previous long-term incentive programs totals approximately 1.87 percent of the total number of outstanding class B shares in Vitec. The impact on key ratios of the Company’s incentive programs is only marginal. Information about other long-term incentive programs in Vitec may be found in the Company’s annual report 2022, note 4, the Company´s remuneration report, and on the Company’s website: Investors & Press (vitecsoftware.com).

ESSP 2023 will result in the value of the Matching Shares being reported as personnel costs in the income statement during the Lock-in Period in accordance with IFRS 2 Share-related compensation. Social security contributions will be expensed in the income statement according to UFR 7 during the Lock-in Period. The size of these costs will be calculated based on the Company’s share price development during the Savings- and Holding Period and the allocation of Matching Shares. Based on the assumption that (i) the share price value at the time of acquisition is SEK 500, (ii) that a maximum allocation of Matching Shares takes place, (iii) that staff turnover is zero percent per year, and (iv) that all participants make an investment up to the maximum amount and retain their entire holding for the duration of the program, the total cost is estimated to amount to approximately SEK 195 million excluding social security contributions. The net costs for outgoing social security contributions and occupational pension, assuming (i) a share price of SEK 500 at the time of purchase of shares for the hedging arrangement described in D. above, and (ii) a share price increase of 0 percent during the duration of the program, are estimated to amount to a maximum of approximately SEK 28 million.

Under the same assumption of a share price at the time of acquisition of SEK 500, an average participation of approximately 41 percent, an investment level of approximately 50 percent, a personnel turnover of 10 percent per year and a share price development of approximately 10 percent per year, the cost is estimated to amount to approximately SEK 31 million excluding social security contributions. Net costs for social security contributions and occupational pensions are estimated, with the same assumptions, to amount to approximately SEK 6 million.

The costs should be seen in relation to the Company’s total costs for wages and benefits, which for the last reported twelve-month period ending 31 December 2022 amounted to SEK 942.8 million including social security contributions. Administrative costs for ESSP 2023 have been estimated at a maximum of SEK 1.5 million. Based on the above assumptions, the costs of ESSP 2023, including social security contributions, amount to approximately 4 percent of the Company’s total costs for wages and benefits for the last reported twelve-month period. The maximum 56,086 class B shares which can primarily be transferred on Nasdaq Stockholm to cover social security contributions, does not have a dilutive effect on earnings per share, as these are transferred at the prevailing market price.

Terms and conditions
The decision of the Annual General Meeting on ESSP 2023 under section A. above is conditional upon the Annual General Meeting either deciding in accordance with the Board’s proposal under sections B.–D. above or in accordance with the Board’s proposal under section E. above.

Majority rules
A majority of more than half of the votes cast at the meeting shall be required for a resolution of the meeting in accordance with the proposal of the Board of Directors as set out in section A. above. The resolution of the Meeting in accordance with the proposal of the Board of Directors under sections B.–D. above requires the support of shareholders holding at least nine tenths of both the votes cast and the shares represented at the Meeting. For a valid resolution in accordance with the proposal of the Board of Directors under section E. above, a majority of more than half of the votes cast at the meeting is required.

Reason for the deviation from the shareholders’ preferential rights
Transfers of class B shares in Vitec are a step towards achieving the proposed ESSP 2023. Therefore, and in light of the above, the Board considers it to be beneficial for Vitec and the shareholders that the participants in ESSP 2023 are offered the opportunity to become shareholders in Vitec.

Documents
Complete proposals will no later than on 4 April 2023 be available on the company’s website, www.vitecsoftware.com. The documents are also sent to shareholders who request it and provide their postal address. The annual report and the auditor’s report as well as the auditor’s statement regarding guidelines for remuneration to senior executives are available at the company and on the company’s website, www.vitecsoftware.com. The documents are also sent to shareholders who request it and provide their postal address.

Shareholders’ right to receive information
The shareholders have, in accordance with Chapter 7, Section 32 of the Swedish Companies Act, right to request information from the Board of Directors and the CEO in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company’s financial position, provided that the Board of Directors believes that such may take place without significant harm to the company.

Number of shares and votes
As of the date of this notice, the total number of shares in the company amounts to 37,328,539 and the total number of votes in the company amounts to 61,178,539. The company does not hold any own shares.

Umeå in March 2023
Vitec Software Group AB (publ)

The Board of Directors

N.B. This English version of the notice to the Annual General Meeting 2023 is an unofficial translation. In case of any discrepancies in relation to the Swedish version of the notice, the Swedish version shall prevail.

The information was submitted, through the agency of the contact person set out below, for publication at 16:00 (CET) on 27 March 2023.