Investors Arrow

Corporate Governance

Board of directors

Frank Schuil

Born 1984 | Chairman of the Board since 2023

Education:Bachelor's degree in International Media & Entertainment Management at the University of Breda.

Experience:Frank is a serial entrepreneur and keynote speaker with over 13 years of experience. Frank is adviser to Innobridge, member of the Scandanavian Cryptocurrency Director Group and advisor to the Lifeboat Foundations New Money Systems Board. Former city leader at BitAngels, advisor to ICON, senior adviser at Centigo and Nordic Ambassador at Innovate Finance.

Other commitments:No commitments outside Safello Group.

Independence:Not independent in relation to the company and its management and not independent in relation to major shareholders.

Holdings:4,031,260 shares via Frank Schuil BV (as of 31 March 2023). Frank Schuil owns 100% of Frank Schuil BV. 60,812 shares held directly.183,043 warrants

Jacob Jacobsson

Born 1953 | Board Member since 2013

Education:Master of Science in Computer Science and Electrical Engineering at the Royal Institute of Technology, Stockholm.

Experience:Jacob is a serial entrepreneur with experience from several startups, five exits/IPOs and over 25 years of experience as CEO. He is also a Board member/chairman of several public and privately held companies.

Other commitments:Director / Chairman of Seven Sensing Software, Advanced Telesensors and Cymbet, Director of Micron, Newscale and Vidatronic.

Independence:Independent in relation to the company and its management and independent in relation to major shareholders.

Holdings:180,280 shares (as of 31 March 2023).40,000 warrants

ViktorF r i t z é n

Born 1985 | Board Member since 2023

Education:M.Sc. in Business and Administration, with Finance as a major, from Stockholm School of Economics.

Experience:Viktor has experience as a professional board member in numerous listed and non-listed companies within the financial industry, including Avanza and CoinShares. Prior to that, he served as the CFO of LeoVegas gaming group, which he was part of growing from a startup to a listed company. Beginning his career in equity research at Goldman Sachs, he has since held various roles in investment banking within the technology sector.

Other commitments:Chairman of the board of Appjobs Sweden AB. Director of the board of CoinShares International Ltd, Beyond Zebra AB, Cithara BidCo AB, Cithara HoldCo AB and StickerApp Holding AB.

Independence:Independent in relation to the company and its management and independent in relation to major shareholders.

Holdings:No shares or other financial instruments.-

Sepehr Alavi

Born 1977 | Board Member since 2018

Education:Bachelor's degree in financial economics from Concordia University.

Experience:Sepehr is General Partner at White Star Capital with extensive expertise in the crypto industry. White Star invests and manages a dedicated crypto fund, WSC Digital Asset. In addition to leading White Star's Digital Asset fund, Sepehr provides extensive investment expertise in the sector as investors in more than 12 digital asset and blockchain companies. His crypto portfolio and traditional financial relationships are added value for Safello.

Other commitments:General Partner at White Star Capital.

Independence:Independent in relation to the company and its management, not independent in relation to major shareholders.

Holdings:2,370,749 shares via White Star Capital and Residence Ventures LLC (as of 31 March 2023).

Management

EmelieM o r i t z

Born 1992 | Chief Executive Officer | Joined in 2022

Education:Law degree from Uppsala University

Experience:Emelie has experience from Carnegie Investment Bank, Avanza Bank as business lawyer and from Fondab as COO.

Other commitments:No commitments outside Safello Group.

Holdings:90,544 shares (as of 31 March 2023).8,412 warrants

Johan Edin

Born 1978 | Chief Financial Officer | Joined in 2021

Education:M.Sc. in Business and Administration, with Finance as a major, from the Stockholm School of Economics.

Experience:Johan has over 12 years of experience in investment banking (DCM and ECM) from DNB Bank, Arctic Securities, Citigroup and Goldman Sachs. In addition, experience as a CFO in the energy sector, as well as entrepreneurial experience in the hospitality industry.

Other commitments:No commitments outside Safello Group.

Holdings:8,960 shares via endowment insurance (as of 31 mars 2023).116,482 warrants

Helén Landenberg Rämsell

Born 1989 | General Counsel | Joined in 2021

Education:LL.M., Stockholm University

Experience:Helén has over 7 years of experience as lawyer with business law firms (KANTER Advokatbyrå and Gernandt & Danielsson Advokatbyrå), where she has been practicing mainly in the areas of M&A, capital markets and company law. She also has experience from client secondment on ICA Gruppen as legal counsel.

Other commitments:No commitments outside Safello Group.

Holdings:0 shares (as of 31 March 2023).38,035 warrants

Niklas Dusenlund

Born 1988 | Head of Engineering | Joined in 2022

Education:Master of Science, Electrical Engineering, Lund University.

Experience:Niklas has 9 years experience of software engineering (Cosylab Slovenia, Sweden and Switzerland, Shift Cryptosecurity, Klarna) within different domains of which three years are within crypto. He also has experience as Head of engineering at Shift Cryptosecurity.

Other commitments:No commitments outside Safello Group.

Holdings:-

General meetings

Annual General Meeting 2023

The Annual General Meeting of Safe, 04.00 pm CET at MAQS Advokatbyrå AB at Stureplan 19 in Stockholm. It is also possible to vote in advance by submitting a postal vote.

Shareholders who wish to participate in the Annual General Meeting must be registered in the shareholder register maintained by Euroclear Sweden AB (”Euroclear”) as per Tuesday 25 April 2023, or, if the shares are nominee-registered, request the nominee to register the shares in the shareholder’s own name by Thursday 27 April 2023, and also notify their intention to participate alternatively having submitted a postal vote in such a manner that the Company has received the postal vote by Tuesday 27 April 2023. Further instructions and complete proposals for resolutions are set forth in the notice.

Notice to the Annual General Meeting

PDF

Minutes from the AGM

PDF

Updated proposal regarding incentive program (item 15)

PDF

CV Viktor Fritzén

PDF

Proposed warrant terms and conditions (M 2023/2026)

PDF

Proposed warrant terms and conditions (B 2023/2026)

PDF

Postal voting form

PDF

Annual Report 2022

PDF

Proposed Articles of Association

PDF

Proxy form

PDF

Certified Adviser

Amudova AB is Certified Adviser to Safello Group AB.

info@amudova.se

c/o Nybrogatan Business Center, BOX 5855, 102 40 Stockholm

Incentive program

Safello Group AB has established one incentive program for management and staff and one for members of the board of directors. At the Annual General Meeting on 12 March 2021 it was decided to offer up to a total of 100,000 warrants (Sw: teckningsoptioner) to the members of the board of directors and up to a total of 950,875 warrants for management and employees. The warrants were offered to the eligible persons at an independently assessed market value of SEK 0,69 per warrant, based on the Black and Scholes model for option valuation.

In total, 100,000 warrants were subscribed for by members of the board of directors and 891,068 warrants were subscribed to by management and employees. The total number of subscribed for and paid warrants amounts to 991,068.

The program has a duration of 3 years and each warrant gives the right to acquire one share in Safello Group AB at a price of SEK 23.63 during the period 1 March to 30 April 2024.

If the acquired warrants are exercised in full, the number of shares issued by the Company will increase by 991,068, equivalent to a dilution for existing shareholders of 4.6%.

Articles of Association

Download Safello Group AB’s Articles of Association here.

Auditor

Safello Group AB has appointed WeAudit Sweden AB as its auditing firm with Mikael Stefan Köver as principal auditor.