Notice to Attend the Extraordinary General Meeting of shareholders of G5 Entertainment AB (publ.)
The shareholders of G5 Entertainment AB (publ.), reg. no 556680-8878, (the “Company”) are hereby summoned to attend the Extraordinary General Meeting held at 09.00 am (CET) on Thursday 11 August, 2016, at 7a Conference center, Strandvägen 7a, Stockholm, Sweden.
Shareholders who wish to attend the extraordinary general meeting must:
- be recorded as shareholders in the share register maintained by Euroclear Sweden AB on Friday, August 5, 2016;
- no later than Tuesday, August 9, 2016, no later than 4 pm (CET), have given notice of their participation and potential assistants to G5 Entertainment AB, Riddargatan 18, 114 51 Stockholm or by e-mail to firstname.lastname@example.org stating full name, personal identification number or registration number, address, day-time phone number and when applicable information regarding any representative, proxy or assistant.
Shareholders whose shares are nominee-registered must, in order to have the right to attend the extraordinary general meeting, request to be temporarily registered in the share register kept by Euroclear Sweden AB. The shareholder must instruct their nominee thereof in ample time prior to Friday, August 5, 2016, by which date such registration must be executed.
Shareholders represented by proxy shall issue a written and dated power of attorney signed by the shareholder. A power of attorney issued by a legal entity shall have a registration certificate attached, or if such certificate does not exist, equivalent documents. A power of attorney form for shareholders who wish to participate by proxy are available on the Company’s website (http://g5e.se/corporate). The power of attorney shall be presented in original at the general meeting.
- Opening of the extraordinary general meeting
- Preparation and approval of the voting register
- Election of chairman of the general meeting
- Presentation and approval of the agenda
- Election of one or two persons to verify the minutes together with the chairman
- Determination of whether the meeting has been duly convened
- Determination of the number of directors
- Determination of remuneration for the Board of Directors
- Election of new member of the Board of Directors
- Closure of meeting
The nomination committee’s proposals
The nomination committee of G5 Entertainment AB (publ.) consists of Christoffer Häggblom (Chairman and appointed by the shareholder Rite Internet Ventures), Jeffrey Rose (Director of the Board and appointed by the shareholder Wide Development Limited), Petter Nylander (Chairman of the Board and appointed by the shareholder Proxima Limited ), Marianne Flink (appointed by the shareholder Swedbank Robur Funds) and Magnus Uppsäll (appointed by the shareholder Purple Wolf Limited). The members are appointed by shareholders that together represents approximately 33,5 percent of the voting power of all shares of the Company, proposes the following:
Item 3 - Election of chairman of the general meeting
The nomination committee proposes that Petter Nylander is appointed Chairman of the Meeting.
Item 7 - Determination of the number of directors
The nomination committee proposes that the Board, for the period until the next Annual General Meeting, shall consist of six (6) members and no deputies.
Item 8 - Determination of remuneration for the Board of Directors
The nomination committee proposes that the remuneration to the Board for the upcoming term shall remain in accordance with the decision of the Annual General Meeting of 19 May 2016, meaning that the remuneration to the Board shall amount to SEK 300,000 per year to the Chairman and SEK 150,000 per year each to the other members appointed by the General Meeting and who are not employees of the Company. Further, the proposal means that fees for the upcoming term, in addition to directors' fees, shall continue to be paid to the members of the Company's audit committee, and the fee to the chairman of the audit committee shall amount to SEK 30,000 and 15,000 per year each to be paid to the other members of the audit committee. Thus, the total remuneration to the board shall not exceed SEK 960,000. Remuneration is calculated as a yearly amount between the annual general meetings and is adjusted pro rata according to the time each individual is a director of the Board.
Item 9 - Election of new member of the Board of Directors
For the period until the next Annual General Meeting, the nomination committee proposes election of Chris Carvalho as a new Director, and that the other current members of the Board of Directors shall remain.
Number of shares and votes in the Company
The Company has on issue of this notice, a total of 8,800,000 shares, representing a total of 8,800,000 votes. The Company does not have any treasury shares.
Shareholders' right to request information
Shareholders are informed of their right under the Companies Act, Chapter 7, Article 32 to request information at the General Meeting.
Complete proposals and other documents will be available at the Company’s office no later than three weeks before the general meeting and mailed upon request to shareholders’ stating their address, and will be presented at the General Meeting. The documents, as well as a form of Power of Attorney, will also be available at the Company’s website http://www.g5e.se/corporate.
Stockholm, July 2016
The Board of Directors