Corporate Governance

Corporate Governance

Board and Group Management

Aticles of Association

General meetings

Nomination Comittee

Auditor

Corporate Governance

The General Meeting of Valuno Group AB (publ) is the highest decision-making body for the company. At the General Meeting the shareholders can exercise their influence over the company in relation to their ownership.

The powers and duties of the General Meeting are regulated by the Swedish Companies Act and the Articles of Association.

Board and Group Management

The CEO is appointed by the Board and supervises operations according to the instructions adopted by the Board and is responsible for day-to-day management of the company and the Group in accordance with the Swedish Companies Act. In addition, the CEO, together with the Chairman, decides which matters are to be dealt with at Board meetings. The Board continuously evaluates the CEO’s duties and performance.

The CEO is responsible for ensuring that the Board members are supplied with the necessary information and decision data and presents reports and proposals at Board meetings regarding issues dealt with by the Group Management Team. The CEO continuously informs the Board and Chairman about the financial position and development of the company and the Group.

Board of Directors

Peter Liljeroos

Chairman of the Board

Born: 1974
Nationality: Swedish
Board member since: 2023
Education: Property management, Chalmers University of Technology
Experience: Has 25 years of experience in the security industry, of which the last 20 have been in leading roles and in business development as owner, CEO and board involvement with a focus on growth, both organically and through acquisitions.
Other assignments: Assignments within the board and as CEO in companies within the Avarn Group. Member and CEO of Brainpower Invest AB.

Peter Liljeroos is independent in relation to the company and its management as well as to the company’s major shareholders.

Antal aktier: 1,640,000 shares owned privately

Henrik Vilselius

Board member

Born: 1963
Nationality: Swedish
Board member since: 2022
Education: Master of Engineering, Royal Institute of Technology (KTH)
Experience: : Henrik is an experienced entrepreneur, investor and senior advisor. Henrik is a senior advisor (and active board member) to companies primarily in the IT/media/tech/security industry.
Other assignments: Chairman of the board of United Blue Light Ekonomisk förening. Board member of Screen9 Holding AB (publ), Screen9 Aktiebolag, Picsearch Services Aktiebolag, BrandFactory Holding AB, SKYSENSE AB, Staffers AB and ADSX AB.

Henrik Vilselius is independent in relation to the company and its management as well as to the company’s major shareholders.

Antal aktier: 750,000 shares owned privately

Nickolaj Johansson

Board member

Born: 1980
Nationality: Swedish
Board member since: 2024
Education: Master of Laws, University of Gothenburg
Experience:Head of Investments and Chairman of the Board of M10 Investment AB; An investment company with a focus on small to medium-sized investments in healthcare, real estate, tech and start-ups. Nickolaj is also a Senior Advisor for Medtanken Group and was previously ranked as a leading Corporate/M&A lawyer by ChambersGlobal.
Other assignments: Chairman of the Board of Lovorda AB. Board member of Fastighetsaktiebolaget NGC, M10 Investment AB, Medtanken Group AB, Medtanken Holding AB, Mologa AB and Västerledens vårdcentral holding AB.

Nickolaj Johansson is independent in relation to the company and its management as well as to the company’s major shareholders.

Antal aktier: 3,365,854

Mikael Fallström

Board member

Born: 1974
Nationality: Swedish
Board member since: 2024
Education: Double bachelor’s degree in electronics and economics from Linköping University.
Experience:With over 20 years of experience in the payment market, Mikael has worked as a product manager and architect at companies such as iZettle/PayPal, Bambora, H&M, and Nordea. For the past 15 years, Mikael has also worked as a business angel and investor with several board engagements and advisory positions.
Other assignments: Board member and CEO of Manpro Invest AB and Manpro AB. Chairman of the Board of Grid Juice AB. Board member of Grid Juice Battery 1 AB, Grid Juice Battery 2 AB and RMM Holding AB.

Mikael Fallström is independent in relation to the company and its management as well as independent in relation to the company’s major shareholders.

Antal aktier: –

Group Management Team

Daniel Sonesson

Chief Executive Officer

Born: 1977
Nationality: Swedish
Employee since: Acting CEO since February 2023, CEO since May 2023
Education: Business Administration, Gothenburg School of Economics
Experience: More than 18 years of experience from business development, strategy and leadership in tech and “talent sector”. Daniel has previously worked at Universum, LinkedIn, Blocket Jobb and SUP46.
Other assignments: Board member and CEO of Lovorda AB.

Antal aktier: 522,945 shares owned privately

Daniel Boettge

Chief Financial Officer

Born: 1980
Nationality: Swedish
Employee since: CFO since May 2023
Education: Degree in business and law from Stockholm University
Experience: Vast experience in finance, accounting and law, as well as 15+ years experience in accounting, organizational development, tax and corporate law
Significant assignments outside the company: –

Antal aktier: 513,000 shares owned privately

Martin Samuelsson

Chief Product Officer

Born: 1983
Nationality: Swedish
Employee since: October 2019, Head of Product since December 2022 and Chief Product Officer since October 2023 (before that, Head of Product and design, Head of Tech)
Education: Digital Design Program, Hyper Island
Experience: 18 years of experience in marketing, design and product development,
Significant assignments outside the company: –

Antal aktier: 221,667 shares owned privately and 60,000 warrants

Jesper Sundström

Head of Growth

Born: 1994
Nationality: Swedish
Employee since: August 2021, Head of Growth since February 2023
Education: Masters degree in Strategic Management from Lund University
Experience: Has previously worked as management consultant at EY.
Significant assignments outside the company: –

Antal aktier: 127,156 shares owned privately and 60,000 warrants

Elvira Vänerfors

Head of Legal and Compliance

Born: 1991
Nationality: Swedish
Employee since: June 2021, Head of Compliance since November 2023
Education: Master of Law from Stockholm University
Experience: Has previously worked as Group Ethics & Compliance Officer at Telia Group.
Significant assignments outside the company: –

Antal aktier: 134,281 shares owned privately and 10,000 warrants

Wilhelm Eklund

Chief Technical Officer

Born: 1984
Nationality: Swedish
Employee since: October 2023 and part of Group Management since January 2024.
Education: Master degree in engineering mathematics from Lund University.
Experience: Good experience from creating high-performing development teams and realizing scalability in technical platforms. Previous experience includes Scrum Master at Barnebys and Quinyx, as well as full-stack developer at Klarna and Aftonbladet.
Significant assignments outside the company: –

Antal aktier: 390.000 owned privately

Bas Hagenaars

Head of Marketing

Born: 1979
Nationality: Dutch
Employee since: May 2024 as Head of Marketing
Education: Master’s degree in Service Management Research from Karlstad University and bachelor’s degree in International Business from InHolland University in Rotterdam.
Experience: Broad experience from running digital marketing campaigns and implementing channels that lead to increased sales. Previous experience include work with marketing automation and growth marketing at Viaplay Group and Mynewsdesk, among others.
Significant assignments outside the company: –

Antal aktier: 5 000 shares owned privately

Articles of Association

The Articles of Association specify the object of the company’s operations, the size of the share capital, the voting rights attached to the different classes of shares and the composition of the Board. The Articles of Association contain no special provisions regarding the appointment and dismissal of Board members or amendments to the Articles of Association. Valuno’s Articles of Association is adopted by the annual general meeting. The company’s corporate identification number is 559066-2093.

The following Articles of Association was adopted on the Extraordinary General Meeting 2025-01-08 and is adopted in Swedish.

§ 1. Firma

Bolagets företagsnamn är Valuno Group AB (publ).

§ 2. Säte
Styrelsen skall ha sitt säte i Stockholms kommun.

§ 3. Verksamhet
Bolaget skall erbjuda valutaväxlingstjänster online till näthandlare och privatpersoner samt bedriva därmed förenlig verksamhet.

§ 4. Aktiekapital
Aktiekapitalet ska vara lägst 1 000 000 kronor och högst 4 000 000 kronor.

§ 5. Antal aktier

Antalet aktier ska vara lägst 100 000 000 stycken och högst 400 000 000 stycken.

§ 6. Styrelse

Styrelsen skall bestå av lägst 3 och högst 10 styrelseledamöter med högst 3 styrelsesuppleanter. Styrelseledamöterna och styrelsesuppleanterna väljs årligen på årsstämma för tiden intill slutet av nästa årsstämma.

§ 7. Revisorer

För granskning av aktiebolagets årsredovisning jämte räkenskaperna samt styrelsens och verkställande direktörens förvaltning utses 1 revisor med eller utan revisorssuppleant.

§ 8. Kallelse

Kallelse till bolagsstämma ska ske genom annonsering i Post- och Inrikes Tidningar och på bolagets webbplats. Att kallelse skett ska annonseras i Dagens industri.

§ 9. Anmälan till bolagsstämma

För att få deltaga i bolagsstämma skall aktieägare anmäla sig hos bolaget senast den dag som anges i kallelsen till stämman, varvid antalet biträden skall uppges. Denna dag får inte vara söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton och inte infalla tidigare än femte vardagen före stämman.

§ 10. Ärenden på årsstämman

På årsstämman skall följande ärenden behandlas.
1. Val av ordförande.
2. Upprättande och godkännande av röstlängd.
3. Val av en eller två justeringsmän.
4. Prövande av om stämman blivit behörigen sammankallad.
5. Godkännande av dagordning.
6. Framläggande av årsredovisningen och revisionsberättelsen.
7. Beslut om följande.
a) Fastställande av resultaträkningen och balansräkningen.
b) Dispositioner beträffande aktiebolagets vinst eller förlust enligt den fastställda balansräkningen.
c) Ansvarsfrihet åt styrelseledamöterna och verkställande direktören.
8. Fastställande av arvoden till styrelsen och revisorerna.
9. Val till styrelsen och av revisor.
10. Annat ärende, som skall tas upp på stämman enligt aktiebolagslagen (2005:551) eller bolagsordningen.

§ 11. Räkenskapsår

Bolagets räkenskapsår skall vara 1 juli – 30 juni.

§ 12. Avstämningsförbehåll

Bolagets aktier skall vara registrerade i ett avstämningsregister enligt 4 kap. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument.

General meetings

The General Meeting is the highest decision-making body for the company. At the General Meeting the shareholders can exercise their influence over the company in relation to their ownership. The powers and duties of the General Meeting are regulated by the Swedish Companies Act and the Articles of Association.

Extraordinary General Meeting 2025

Date and time: 8 January 2025, 15:00 CET
Place: The Company’s premises
Address: Sveavägen 31, Stockholm

Right to participate and notice of participation
In order to participate in the extraordinary general meeting a shareholder shall:
(i)          be recorded in the share register maintained by Euroclear Sweden AB on 23 December 2024, and
(ii)         notify the Company of its intention to participate no later than on 2 January 2025 to the address Quickbit eu AB (publ), Sveavägen 31, 111 34 Stockholm or through email to investor@quickbit.com. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and to exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date on 23 December 2024, voting right registrations completed by the nominee no later than on 30 December 2024 will be considered. This means that the shareholder must request that the nominee completes such voting right registration well in advance.

Download documents:

Notice to attend the AGM

Power of attorney form

Proposed Articles of Association (Swe)

Protocol (Swe)

Annual General Meeting 2024

In order to participate in the annual general meeting a shareholder shall: (i) be recorded in the share register maintained by Euroclear Sweden AB on 28 November 2024, and (ii) notify the Company of its intention to participate no later than on 2 December 2024 to the address Quickbit eu AB (publ), Lästmakargatan 20, 111 44 Stockholm or through email to investor@quickbit.com. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and to exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 28 November 2024, voting right registrations completed by the nominee no later than 2 December 2024 will be considered. This means that the shareholder must request that the nominee completes such voting right registration well in advance.

Download documents:

Notice to attend the AGM

Power of attorney form

Protocol (Swedish)

Extraordinary General Meeting 2024

In order to participate in the extraordinary general meeting a shareholder shall:

  1. be recorded in the share register maintained by Euroclear Sweden AB on 31 July 2024,
  2. notified the Company of attendance no later than on 2 August 2024 to the address Quickbit eu AB (publ), Lästmakargatan 20, 111 44 Stockholm or through email to investor@quickbit.com.  

The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying advisors (not more than two).

Download documents:

Notice to EGM

Power of Attorney form

Protocol (Swedish)

Annual General Meeting 2023

In order to participate in the annual general meeting a shareholder shall: (i) be recorded in the share register maintained by Euroclear Sweden AB on 6 December 2023, and (ii) notify the Company of its intention to participate no later than on 8 December 2023 to the address Quickbit eu AB (publ), Lästmakargatan 20, 111 44 Stockholm or through email to investor@quickbit.com. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 6 December 2023, voting right registrations completed by the nominee no later than 8 December 2023 will be considered. This means that the shareholder must request that the nominee completes such voting right registration well in advance.

Download documents:

Notice to attend the AGM

Power of attorney form

New articles of association (Swedish)

Protocol (Swedish)

Extra General Meeting 2023

Date and time: 22 May 2023, 17:00 CET
Place: The Company’s premises
Address: Lästmakargatan 20, Stockholm

In order to participate in the extraordinary general meeting a shareholder shall be recorded in the share register maintained by Euroclear Sweden AB on 11 May 2023, and notified the Company of attendance no later than on 15 May 2023 to the address Quickbit eu AB (publ), Lästmakargatan 20, 111 44 Stockholm or through email to investor@quickbit.com.

The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying advisors (not more than two). Registration for the general meeting will commence at 16.30 CEST.

Download documents:

Invitation to EGM
Power of attorney form
Protocol (Swedish)

Annual General Meeting 2022

Date: 22 November 2022

The Board of Directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting in accordance with temporary legal rules. There will be no opportunity for shareholders to attend the general meeting in person or by proxy.

Shareholders who wish to attend the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB on 14 November 2022, or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on 16 November 2022, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by 21 November 2022, at the latest. Please note that a notification to attend the Annual General Meeting can only be done by a postal vote.

Shareholders can also submit their postal votes electronically with BankID through the following link:

https://app.verified.eu/web/computershare/?source=quickbit/EN

Download documents:

Protokoll AGM 2022 (only in Swedish)
Notice to attend the AGM
Power of attorney form
Warrant terms for the CEO
Warrant terms for board of directors
Form for postal voting

Annual General Meeting 2021

Date: 24 November 2021

In order to prevent the spread of the coronavirus infection (COVID-19), the Board of Directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting.

Shareholders who wish to attend the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB on 16 November 2021, or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on 18 November 2021, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by 23 November 2021, at the latest. Please note that a notification to attend the Annual General Meeting can only be done by a postal vote.

Shareholders can also submit their postal votes electronically with BankID through the following link:

https://scrive.com/t/9222115557455996980/35ec958a493f54a3

Download documents:

Notice to attend the AGM
Power of attorney form
Proposal issue of warrants
Warrant terms for employees
Form for postal voting

Extraordinary general meeting 2021

Date and time: 31 March 2021, 15:00 CET
Place: Law firm Schjødt
Address: Hamngatan 27, Stockholm

Shareholders wishing to attend the extraordinary general meeting must be registered in the share register maintained by Euroclear Sweden AB on the record date, which is 23 March 2021 and also notify the participation at the general meeting no later than on 26 March 2021. Notice of participation at the general meeting shall be sent by regular mail to Quickbit eu AB (publ), Norrlandsgatan 12, 111 43 Stockholm or by e-mail to investor@quickbit.com.

Upon notification, the shareholders shall state their full name, personal identification number or corporate registration number, address and telephone number. Registration for the general meeting will commence at 14.30 CET.

Download documents:

Notice EGM

Nomination Comittee

Nomination Committee in Valuno Group AB (publ)

​​The Nomination Committee prepares and submits proposals for decisions at the Annual General Meeting.

In accordance with the Nomination Committee instruction adopted at the Annual General Meeting on November 24, 2021, the Chairman of the Board has contacted the three largest shareholders in terms of votes who wish to participate in the Nomination Committee work to ask them to appoint members to a Nomination Committee.

The Nomination Committee’s main task is to propose board members, Chairman of the Board and auditors as well as their fees in such a way that the Annual General Meeting can make well-founded decisions. The Nomination Committee has access to the evaluation that the board makes of its work as well as information about the company’s operations and strategic direction.

The Nomination Committee appointed for the 2024 Annual General Meeting consists of the following people:

Wael Mrad
Thomas Jonsson (appointed by Furuhems Fastigheter AB)
Oscar Amilon Storsteinnes
Peter Liljeroos, Chairman of the Board

The Nomination Committee’s proposal will be presented in the notice to the Annual General Meeting that will take place in November 2024 and on the company’s website.

Shareholders who wish to submit proposals to the Nomination Committee can do so via email to ir@quickbit.com.

Auditor

The auditor shall review the company’s annual report and book-keeping, and the administration of the board of directors and CEO. After each financial year, the auditor shall submit an audit report to the AGM.

At the Annual General Meeting December 6, 2024 the registered auditing company, Öhrlings PricewaterhouseCoopers AB (“PwC”), was appointed as the Company’s auditor to serve until the Annual General Meeting 2025. The meeting also decided that the auditors will be paid in accordance with approved invoices. Auditor in charge has been elected Johan Engstam, Authorised Public Accountant, Öhrlings PricewaterhouseCoopers AB, Sweden.