Technology

Bulletin from the annual general meeting in Truecaller AB on 23 May 2025

Published

1 year ago

May 23, 2025

STOCKHOLM, May 23, 2025 /PRNewswire/ — Today, on 23 May 2025, the annual general meeting was held in Truecaller AB. A summary of the adopted resolutions follows below.

Resolution on adoption of accounts and distribution of the company’s result

The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved to allocate the company’s result in accordance with the proposal from the board of directors, meaning that a dividend of SEK 1.70 shall be paid per series A share and series B share, and that the remaining available funds shall be carried forward. It was further resolved that the record date for the dividend shall be 27 May 2025.

Discharge from liability for the board members and the chief executive officer

The annual general meeting resolved to discharge the board members and the chief executive officer from liability for the financial year 2024.

Election and remuneration of the board of directors and auditors

The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Alan Mamedi, Annika Poutiainen, Helena Svancar, Nami Zarringhalam and Shailesh Lakhani as board members, and to elect Aruna Sundararajan as new board member. Nami Zarringhalam was re-elected as chairman of the board of directors.

Furthermore, the annual general meeting resolved that remuneration to the board shall be paid with SEK 650,000 to the chairman of the board of directors and with SEK 500,000 to each of the other board members. The annual general meeting further resolved that remuneration for committee work shall be paid with SEK 250,000 to the chairman of the Audit Committee, with SEK 100,000 to each of the other members of the Audit Committee, with SEK 150,000 to the chairman of the Remuneration Committee and with SEK 80,000 to each of the other members of the Remuneration Committee.

Finally, the annual general meeting resolved to re-elect Ernst & Young AB as auditor and that the auditor shall be paid in accordance with customary norms and approved invoice. Ernst & Young AB has informed that the authorized public accountant Jennifer Rock-Baley will continue to be the auditor in charge.

Resolution on approval of remuneration report

The annual general meeting resolved to approve the board of directors’ remuneration report for the financial year 2024.

Resolution on guidelines for remuneration to senior executives

The annual general meeting resolved in accordance with the proposal from the board of directors to adopt new guidelines for remuneration to the company’s senior executives.

Resolution on establishment of principles for the Nomination Committee

The annual general meeting resolved in accordance with the proposal from the Nomination Committee on the establishment of principles for the Nomination Committee. The Nomination Committee shall consist of representatives for the three largest shareholders or groups of shareholders in terms of votes as of 30 September 2025.

Resolution on authorization for the board of directors regarding issues

The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new series B shares, convertibles and/or warrants entitling to conversion or subscription of series B shares. The total number of series B shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 38,792,638, which corresponds to a dilution of approximately ten (10) per cent calculated on the number of shares issued at the time of the annual general meeting. To the extent an issue is made with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization is to be able to carry out and finance acquisitions of companies and assets and to give the board of directors increased room for maneuver and the opportunity to adapt and improve the company’s capital structure.

Resolution on authorization for the board of directors regarding repurchase and transfer of series B shares in the company

The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, to resolve on repurchase and transfer of series B shares in the company. Repurchase of series B shares may be made of a maximum number of shares so that the company’s shareholding does not, at each time, exceed ten (10) percent of all outstanding shares in the company. Repurchase of series B shares on Nasdaq Stockholm may be made at a price per share within the registered price interval of the company’s series B share at any time, or if the board of directors instructs a member of Nasdaq Stockholm to accumulate a specific number of the company’s shares for its own account during a limited period, at a price per share within the price interval at the time or an equivalent volume-weighted average price. Payment of the series B shares shall be made in cash.

Transfer of series B shares may be made of the total number of shares held by the company from time to time. Transfer may be made with deviation from the shareholders’ preferential rights on Nasdaq Stockholm. Transfer may also be made to third parties in connection with acquisition of companies, operations, or assets. Transfer of series B shares on Nasdaq Stockholm may only be made at a price per share within the registered price interval of the company’s share at the time and if the transfer is made in another way, at a price corresponding to prices in money or value of property received that corresponds to the price of the company’s series B share at the time of the transfer of the shares being transferred with the deviation considered appropriate by the board of directors. Transfer in connection with acquisitions may be made at a market value assessed by the board of directors. Payment for transferred series B shares can be made in cash, through an issue in kind or set-off.

The purpose of the authorizations is to give the board of directors the opportunity to continuously adapt the company’s capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions of companies, operations, or assets with the company’s own shares, and for financing and/or securing the delivery of series B shares in long-term incentive programs approved by the general meeting.

Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue

The board of directors resolved, at the annual general meeting, to withdraw its proposal for (A) cancellation of the company’s own shares and (B) increase of the share capital through a bonus issue, due to the fact that the board of directors was informed prior to the annual general meeting that the hedging measures involving the issue and transfer of own shares in connection with the proposed share programmes will not achieve the required majority. The board of directors therefore considers that a larger holding of own series B shares is appropriate in order to increase the freedom of action in relation to the financing of the delivery of shares to the participants under the programmes.

Resolution on the implementation of a long-term share program 2025:1 and hedging arrangements in respect of the program

The annual general meeting resolved in accordance with the proposal from the board of directors on the implementation of a long-term share program 2025:1 as well as hedging arrangements in accordance with the below.

The share program shall comprise not more than 4,500,000 series B shares and include senior executives, key employees, and certain other employees in the Truecaller group.

In the share program, the participants are allocated a certain number of rights that entitle them to series B shares in the company after the end of a vesting period of two, three and four years, respectively. Following the vesting period, the participants will, free of charge, be allocated shares in the company. Allocation of shares presupposes, with certain limited exceptions, the participant to remain employed within the Truecaller group during the vesting period. In addition, a pre-requisite for the allocation of shares is that certain performance targets are fulfilled by Truecaller regarding revenue growth rate and adjusted EBITDA.

Upon maximum allotment of performance shares a maximum of 4,500,000 series B shares can be issued, corresponding to approximately 1.3 percent of the total number of issued shares and approximately 0.6 percent of the total number of votes in the company

In order to secure delivery of shares to the participants in the share program, the annual general meeting further resolved on hedging measures by way of entering into an equity swap agreement with a third party on terms in accordance with market conditions, whereby the third party in its own name shall be entitled to acquire and transfer series B shares in the company to the participants of the share program.

Resolution on the implementation of a long-term share program 2025:2 and hedging arrangements in respect of the program

The annual general meeting resolved in accordance with the proposal from the board of directors on the implementation of a long-term share program 2025:2 as well as hedging arrangements in accordance with the below.

The share program shall comprise not more than 1,000,000 series B shares for the company’s newly appointed CEO, Rishit Jhunjhunwala.

In the share program, the participant is allocated a certain number of rights that entitle the participant to series B shares in the company after the end of a vesting period of at least approximately three years. Following the vesting period, the participant will, free of charge, be allocated shares in the company. Allocation of shares presupposes, with certain limited exceptions, the participant to remain as the CEO of Truecaller during the vesting period. In addition, a pre-requisite for the allocation of shares is that certain performance targets are fulfilled by Truecaller regarding revenue growth rate and adjusted EBITDA.

Upon maximum allotment of performance shares a maximum of 1,000,000 series B shares can be issued, corresponding to approximately 0.3 percent of the total number of issued shares and approximately 0.1 percent of the total number of votes in the company.

In order to secure delivery of shares to the participant in the share program, the annual general meeting further resolved on hedging measures by way of entering into an equity swap agreement with a third party on terms in accordance with market conditions, whereby the third party in its own name shall be entitled to acquire and transfer series B shares in the company to the participant of the share program.

Stockholm on 23 May 2025
Truecaller AB (publ)

For more information, please contact:
Andreas Frid, Head of IR & Communication
+46 705 290800
andreas.frid@truecaller.com

This information was submitted for publication, through the agency of the contact person set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.

About Truecaller:
Truecaller (TRUE B) is the leading global platform for verifying contacts and blocking unwanted communication. We enable safe and relevant conversations between people and make it efficient for businesses to connect with consumers. Fraud and unwanted communication are endemic to digital economies. especially in emerging markets. We are on a mission to build trust in communication. Truecaller is an essential part of everyday communication for more than 450 million active users. Truecaller is listed on Nasdaq Stockholm since 8 October 2021. For more information. please visit corporate.truecaller.com.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/truecaller-ab/r/bulletin-from-the-annual-general-meeting-in-truecaller-ab-on-23-may-2025,c4154818

The following files are available for download:

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Truecaller – Bulletin from Annual General Meeting 2025

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SOURCE Truecaller AB

Technology

EMERGE Reports Strong Preliminary Q2 Results

Published

44 minutes ago

July 22, 2026

TORONTO, July 22, 2026 /CNW/ — EMERGE Commerce Ltd. (TSXV: ECOM) (“EMERGE” or the “Company”), an acquirer and operator of profitable e-commerce brands and technologies, is pleased to provide preliminary unaudited results for the second quarter ended June 30, 2026.

Select Preliminary Q2 2026 Financial Highlights (vs. Q2 2025):

Revenue expected to be between $9.0M and $9.1M vs. $8.5MGross margin expected to be approximately 39% vs. 36%Adj. EBITDA(1) expected to be between $1M and $1.1M vs. $958KCash Position grew to $4.8M (June 30, 2026) vs. $3.5M (June 30, 2025) and $4.1M (March 31, 2026)

EMERGE expects to file its full Q2 results in late August 2026.

Preliminary Unaudited Financial Information

The financial and operating results included in this news release are based on preliminary unaudited estimated results which have not yet been finalized. These estimated results are subject to change upon completion of the Q2 2026 financial statements and such changes could be material due to, among other things, the completion of EMERGE’s financial closing procedures, final adjustments, and other developments that may arise between now and the time the financial results are finalized. Accordingly, such estimated results are forward-looking statements (as defined below) within the meaning of applicable securities legislation and are subject to the limitations and risks described under “Forward-Looking Statements” below. Unless otherwise noted, all amounts are in Canadian dollars.

About EMERGE

EMERGE Commerce (TSXV: ECOM) is a disciplined acquirer and operator of profitable e-commerce brands and technologies across Direct-to Consumer (“D2C”) and Business-to-Business (“B2B”) segments. Our D2C portfolio spans our Grocery and Golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service. Our Golf vertical includes UnderPar (discounted golf experiences), JustGolfStuff and Tee 2 Green (discounted apparel and equipment). EMERGE B2B houses Viral Loops, our referral marketing platform.

Follow EMERGE:
LinkedIn | X | Instagram | Facebook

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

(1) Non-GAAP Measures

This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, fair value increments on inventory included in cost of sales, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.

A reconciliation of the adjusted measures is included in the Company’s management discussion & analysis for the three months ended March 31, 2026 in the section “Non-GAAP Financial Measures” available through SEDAR at www.sedar.com.

Notice regarding forward-looking statements

This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the risk factors discussed in the Company’s MD&A which is incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Unless otherwise noted, all amounts are in Canadian dollars.

On Behalf of the Board
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd.

SOURCE Emerge Commerce Ltd.

Technology

John Overton High School student receives Humane Science Award from National Anti-Vivisection Society

Published

44 minutes ago

July 22, 2026

Parker Nunnery one of five young scientists from across the world to receive $3,000 prize at 2026 Regeneron International Science and Engineering Fair

NASHVILLE, Tenn., July 22, 2026 /PRNewswire/ — Parker Nunnery, a 2026 John Overton High School graduate, was one of just five recipients of the prestigious Humane Science Award presented by the National Anti-Vivisection Society (NAVS), a nonprofit devoted to the advancement of science without harming animals, at the 2026 Regeneron International Science and Engineering Fair (ISEF). Each award comes with a $3,000 prize to help the winners pursue humane scientific research projects.

Nunnery’s project, “Regulation of the PPARγ Pathway in Lung Cancer,” utilized both traditional cell cultures and advanced three-dimensional human cell-based models to study lung cancer. Investigating therapeutic compounds within these human-derived models allowed Nunnery to help advance cancer understanding and improve treatment strategies without using animals for her research.

Nunnery’s interest in research began at John Overton High School’s Interdisciplinary Science and Research (ISR) program, where she discovered a passion for cancer biology and connected with researchers at Vanderbilt University. Her project became personal when her teacher’s throat cancer diagnosis inspired her to pursue patient-focused treatments. Focusing on human-derived cellular models, she sought better ways to understand human diseases.

“Winning the NAVS Humane Science Award is incredibly exciting, and it was a great experience working alongside mentors like Dr. Greg Smith and Dr. Nicolas Means in the ISR program and with Dr. Amanda Linkous during my internship at Vanderbilt University,” said Nunnery. “Studying lung cancer using innovative human organoid models has inspired me to keep human health at the center of innovation in my future pursuits.”

This fall, Nunnery will attend Vanderbilt University to continue researching organoids, aging and cancer.

“Parker’s initiative aligns seamlessly with the mission of the NAVS Humane Science Award to foster scientific breakthroughs through non-animal methods,” said Dr. Lauren Stein, NAVS director of science and research programs. “This project highlights the vital role young researchers play in creating a more ethical, high-impact future for science. Parker is, without a doubt, a young scientist to watch.”

Two students from Florida and one each from Canada and South Korea also were selected as Humane Science Award winners for their projects among more than 1,300 submitted to ISEF. The competition drew more than 1,700 top-tier high school students from over 60 countries and territories to compete for over $7 million in awards, scholarships and internships and is the world’s largest pre-college science competition.

NAVS is the only animal advocacy organization invited to present an award at ISEF recognizing exceptional student projects that combine scientific excellence with humane, non-animal methods since 2002.

For more information about NAVS, visit navs.org.

To see the full list of the Regeneron ISEF 2026 Special Awards, visit societyforscience.org/press-release/regeneron-isef-2026-special-awards-ceremony/.

About NAVS

The National Anti-Vivisection Society (NAVS) is a U.S.-based nonprofit organization dedicated to ending the exploitation of animals used in scientific research and education. Founded in 1929, NAVS works to advance humane, human-relevant science through public education, policy advocacy and support for innovative non-animal research methods. The organization also promotes alternatives to classroom dissections and supports sanctuaries for animals formerly used in laboratories, helping drive the transition toward ethical and effective scientific practices. For more information about NAVS, visit navs.org.

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SOURCE National Anti-Vivisection Society (NAVS)

Technology

MetroTrade Partners with Devexperts to Launch Options on Futures Trading

Published

44 minutes ago

July 22, 2026

CHICAGO, July 22, 2026 /PRNewswire/ — MetroTrade, the U.S.-based futures broker for retail traders, has announced the launch of options on futures trading, in partnership with Devexperts, the global software developer for the capital markets.

MetroTrade, which provides low-cost market access offering some of the lowest commissions in the industry, will now offer both futures and options on futures through its platform in a single, integrated experience.

Following the launch, traders will be able to access CME-listed options on futures markets directly through the MetroTrader platform, including contracts tied to equity index, energy, metals, and more.

The new capabilities were delivered by Devexperts, MetroTrades’ technology partner. Founded in 2002, Devexperts specializes in developing multi-asset trading platforms, matching engines, exchange solutions, and market data delivery services for the global capital markets industry.

Working closely with MetroTrade, Devexperts developed a specialized options on futures solution complete with a comprehensive suite of options-specific features including options chain, earnings analyzer, and multi-leg options.

The addition of options on futures, which will be available within MetroTrader’s single account interface, will work to further enhance MetroTrade’s offering to futures traders in the U.S..

David Klotz, President of MetroTrade, says: “Devexperts has been a strong technology partner since the beginning, and that relationship made this possible. As their first client to bring options on futures to the platform, we worked closely with their team to build the infrastructure from the ground up. What we built together is the first options on futures trading experience of its kind on the platform.”

Jon Light, Senior Director of Product Management at Devexperts, says: “The addition of options on futures will provide MetroTrade’s traders with the opportunity to execute more advanced trading strategies with greater flexibility. We are pleased to have been able to work with MetroTrade to further enhance its already advanced offering to futures traders.”

About MetroTrade

Founded in 2023, MetroTrade is a U.S.-based futures brokerage built for retail traders. The company provides access to regulated futures markets through MetroTrader, its web and mobile trading platform. MetroTrade is a member of the National Futures Association (NFA) and operates under the regulatory oversight of the Commodity Futures Trading Commission (CFTC).

About Devexperts

Founded in 2002, Devexperts develops software for the capital markets with expertise in multi-asset trading platforms, matching engines, and exchange solutions. Learn more at: https://devexperts.com.

CONTACT: pr@devexperts.com

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SOURCE Devexperts