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Notice for Annual General Meeting of Flexion Mobile Plc and release of Annual Report for the year ending 31 March 2018

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

Chairman’s letter to shareholders regarding Notice of Annual General Meeting

Dear shareholder

Annual General Meeting of Flexion Mobile Plc (the “Company”) 2018

Please take notice that this year’s annual general meeting (“AGM”) will be held at 10.00 a.m. on Wednesday 26 September 2018 at The Chelsea Harbour Hotel, Chelsea Harbour Drive, Fulham, London, SW10 0XG. Full details of the meeting, location, business to be conducted and any resolutions to be proposed are set out fully in the notice of annual general meeting (the “Notice”) enclosed.

The AGM is an opportunity for all shareholders to receive an overview of the financial performance of the Company during this year, vote on key resolutions and express their views to the Board of the Company. If you are unable to attend the meeting, but have points that you would like to raise, please contact Niklas Koresaar (Email:niklas.koresaar@flexionmobile.com), so that you can request these to be considered.

Attending the meeting or vote by proxy

If you wish to attend the AGM, please remember to bring along (1) your attendance card; and (2) valid photographic form ID (i.e. passport) or you may refused entry to the meeting. However, please note that you may wish to appoint a proxy who can attend and vote on your behalf. Details of how you can appoint a proxy are set out in the notes to the notice of AGM and on the proxy form which can be found on the Company’s web page. If you have any queries that you would like to raise, please contact Niklas Koresaar at first instance.

If you wish to attend the AGM, we advise that you allow plenty of additional time to allow for security and bag checks at the venue.

Please note that shareholders who wish to attend or vote by proxy at the Annual General Meeting shall be entered in the share register maintained by Euroclear Sweden on Monday 24 September 2018. Shareholder whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend or vote by proxy at the Annual General Meeting.

In order for such re-registration to be completed on Monday 24 September 2018 the shareholder must inform its nominee well before that day.

Method of voting

All resolutions put to shareholders will be decided by way of a poll. This will ensure that the votes of all shareholders, including those who cannot attend the meeting but submit a proxy form, are counted.

If you are unable to attend the AGM, please note that you have the right to sign and return the enclosed form of proxy (“Proxy Notice”). Please see the enclosed Proxy Notice for full details in respect of the appointment of proxies.

Please note the arrangements to appoint a proxy electronically as set out in the Proxy Notice and the notes to the Notice.

Dividends

Following the re-registration of the Company as a public listed company on 1 June 2018, it has been determined by the Board of Directors that no dividend shall be declared and paid to the shareholders at this time, rather the intention is to seek capital growth in the value of the shares of the Company.

Recommendation

The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings in the capital of the Company.

Yours sincerely

Carl Palmstierna

Chairman

Enc.

  • notice of annual general meeting (“Notice”);
  • form of proxy (“Proxy Notice”);

Notice of Annual General Meeting

FLEXION MOBILE PC

Notice is hereby given that the 2018 annual general meeting ("AGM") of Flexion Mobile plc ("Company") will be held at The Chelsea Harbour Hotel, Chelsea Harbour Drive, Fulham, London, SW10 0XG on Wednesday 26 September 2018 at 10.00am. You will be asked to consider and vote on the resolutions below. All resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

  1. TO receive and adopt the Company’s annual accounts for the financial year ended 31 March 2018, together with the Strategic Report, Reports of the Directors and Auditors thereon (the “Accounts”);
  2. TO appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to determine the auditors’ remuneration;
  3. TO re-elect Christopher John Bergstresser as a Director;
  4. TO re-elect Claes Kalborg as a Director;
  5. TO re-elect Jens Lauritzson as a Director;
  6. TO re-elect Per Lauritzson as a Director; and
  7. TO re-elect Carl Gustaf Evert Palmstierna as a Director.

By order of the Board

Carl Palmstierna

Chairman

31 August 2018

Notes to the notice of annual general meeting

1. Attending the meeting or vote by proxy.

Shareholders who wish to attend or vote by proxy at the Annual General Meeting shall be entered in the share register maintained by Euroclear Sweden on Monday 24 September 2018. Shareholder whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend or vote by proxy at the Annual General Meeting.

In order for such re-registration to be completed on Monday 24 September 2018 the shareholder must inform its nominee well before that day.

2. Proxies.

As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you will need a separate proxy form in relation to each appointment. Please state clearly on each proxy form the number of shares in relation to which the proxy is appointed. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare AB (“Computershare”) at the address in note 5 below.

If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be completed and signed; and:

  • sent or delivered to Computershare by post to Computershare AB, Box 610, SE-182 16 Danderyd, Sweden or, if more convenient, to Flexion Mobile PLC, Att.: Niklas Koresaar, Unit G5, Harbour Yard, Chelsea Harbour, London SW10 0XD;
  • shareholders can vote online by visiting the following website: www.investorvote.com/flexion;
  • received by Computershare no later than 10.00 a.m. on Monday 24 September 2018; and
  • please see point 1 above regarding re-registration of shares.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

3.      Website giving information regarding the meeting.

Information regarding the meeting can be found at:

https://www.flexionmobile.com/share-information.html

4.     Issued shares and total voting rights.

As at 6.00pm on Tuesday 28 August, which is the latest practicable date before publication of this notice, the Company’s issued share capital comprised 41,132,958 ordinary shares of £0.002 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00pm on Tuesday 28 August is 41,132,958.

5.    Questions at the meeting.

Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

  • Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.
  • The answer has already been given on a website in the form of an answer to a question.
  • It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

6.    Communication.

Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

You may not use any electronic address provided either:

  • in this notice of annual general meeting; or
  • any related documents (including the chairman’s letter and proxy form),

to communicate with the Company for any purposes other than those expressly stated. Contact details for Computershare in order to ask for material or any other question:

Computershare AB
Box 610
SE-182 16 Danderyd
Sweden
e-mail: info@computershare.se
Phone: 0771 24 64 00 or from abroad +46 771 24 64 00

7.     Explanation of resolutions.

There are seven resolutions (the “Resolutions”) to be proposed at the AGM. The Resolutions relate to the following:

Adoption of the Company’s Accounts (resolution 1)

The Directors are required to lay before shareholders at the AGM the annual report and accounts for the year ended 31 March 2018. The accounts can be found on the Company’s web page at https://www.flexionmobile.com/financial-reporting.html

Appointment of the Auditor and Auditor’s Remuneration (Resolutions 2 and )

The shareholders are asked to approve the appointment of the auditors, Grant Thornton UK LLP, and agree that the Directors may approve their remuneration.

Re-election of Directors (Resolutions 3 to 7)

In accordance with the Company’s articles of association, at each annual general meeting of the Company every Director may offer himself for re-appointment by the members. Biographies of each of the individuals proposing to be re-appointed are available on the Company’s website at https://www.flexionmobile.com/directors-executives.html, and set out on page 7.

More information:

Niklas Koresaar, CFO, Email: ir@flexionmobile.com. Tel: +44 207 351 5944

About Flexion Mobile Plc

Flexion Mobile Plc (www.flexionmobile.com) makes it easy for Android game developers to maximise the growth potential of their games. The company functions as a distribution platform of Android games. The company's unique technology has solved a distribution problem for developers. At the core of Flexion's patent pending technology is the enabling and enhancement software that lets developers distribute one version of their game in multiple channels. As a result, game developers can now reach new channels without having to make any changes to the game code. Flexion is integrated with global stores such as Amazon and Samsung and leading regional distribution channels in India, South Korea and Japan. Flexion Mobile Plc is listed on Nasdaq First North, Shortname: FLEXM. Certified Adviser is FNCA Sweden AB. 

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