Melobee

Notice to convene annual general meeting 2019
in Melobee Music Revolution AB (publ), reg. no. 559050-3099

The shareholders of Melobee Music Revolution AB (publ) (”the Company”) are hereby invited to the annual general meeting on June 25, 2019 at 5 p.m. at Skeppargatan 55 in Stockholm.

Notification
Shareholders who wish to participate in the annual general meeting must be listed in the shareholders’ register as per the date for the annual general meeting and give notice of attendance per e-mail to anmalan@servando.se with reference “Melobee AGM” as subject no later than on June 20, 2019 at 4 p.m. The notification shall include name, personal/corporate identity number, address and phone number as well as, where applicable, proxy and assistant.

Proxy
Shareholders not present at the annual general meeting may be represented by proxy. Such shareholder must issue a signed and dated power of attorney. The power of attorney should in good time before the meeting be sent in original to Kerstin Norin, Servando Bolag AB, P.O.Box 5814, SE-102 48 Stockholm. If the proxy is issued by a legal entity, a certified copy of a registration certificate for the legal entity shall be provided.

Proposed agenda
  1. Opening of the meeting and election of chairman
  2. Preparation and approval of voting list
  3. Election of one or two person(s) to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Information regarding the business from a past, present and future perspective and presentation of the annual accounts and auditor’s report
  7. Resolutions in respect of:
    1. adoption of the profit and loss statement and the balance sheet
    2. appropriation of the Company’s profit or loss according to the adopted balance sheet
    3. discharge from liability of the members of the board of directors and the Managing Director
  8. Determination of remuneration to be paid to the members of the board of directors and the Auditor
  9. Election of the members of the board of directors and Auditor
  10. Resolution to adopt new articles of association
  11. Resolution to register secondary business name
  12. Resolution regarding a directed new issue of shares against payment by set-off
  13. Resolution authorizing the Board to decide on new issues
  14. Closing of the meeting

The board’s proposals

Determination of remuneration to be paid to the board members and the auditor (item 8)
The board proposes that no remuneration shall be paid to the board members. Remuneration to the auditor proposes to be paid in accordance with approved invoice.

Election of the members of the board of directors and Auditor (item 9)
The board proposes re-election of the board members Edward Cederlund, Mats Wahlström and Andreas Carlsson. The board further proposes that Therese Liljedahl, Magnus Tonell, Fredrik Öst and Erik Kockum are elected new board members.
The board proposes that the auditor Petter Gustafsson at Carlsson & Partners Revisionsbyrå AB is re-elected.

Resolution to adopt new articles of association (item 10)
The board proposes the annual general meeting to adopt new articles of association stating a new business name. “Whalebone Interactive AB (publ)” is proposed as the new business name.

Resolution on secondary business name (item 11)
With reference made to the previous item 10, the board proposes the annual general meeting to resolve to register ”Melobee Music Revolution AB” as a secondary business name for the part of the business that own, manage, develop, sell and license intellectual property rights in relation to music and various forms of music productions.

Resolution regarding a directed new issue of shares against payment by set-off (item 12)
The board proposes that the company’s share capital is to be increased by SEK 7 301 through a new issue, directed to Snask AB (corp. reg no 556768-4666), of 60 033 shares with a subscription price of SEK 12,16 per share. Payment of the subscription price shall be made by way of set-off against the claim of SEK 730,000 that Snask AB has on the company.

Resolution authorizing the board of directors to decide on issues (item 13)
The board of directors proposes that the annual general meeting authorizes the board of directors to decide on issue of new shares and / or issue of convertible bonds and / or warrants against cash payment, payment in kind, by set-off or with other conditions on a single or several occasions until the next annual general meeting and in relation thereto deviate from the shareholders' preferential rights. By decision based on the authorization, the share capital may increase with a maximum of SEK 100 018 by issuing not more than 822 369 shares.
The purpose of this authorization is to create freedom of action for financing new business opportunities.

Documents
The Board’s complete proposals, annual report and auditor's report are available at the Company as from June 11 and will be sent to shareholders who so wish and state their e-mail address.

Stockholm on May 28, 2019
Melobee Music Revolution AB (publ)
The Board