Report from the annual general meeting of shareholders in Starbreeze AB (publ)
STOCKHOLM (9 May 2018)– The annual general meeting of shareholders in Starbreeze AB (publ) was held 9 May 2018 in Stockholm. A summary of the resolutions taken by the AGM follows. For complete details concerning all resolutions, please see the basis for resolutions by the annual general meeting, which is available (in Swedish) on the company’s website at www.starbreeze.com/investor-relations/corporate-governance/meetings-events
Annual accounts and discharge from liability
The AGM adopted the consolidated income statement and consolidated balance sheet. The chairman of the board and the chief executive officer were discharged from liability for the financial year of 1 January–31 December 2017.
The AGM resolved that no dividend will be distributed for the financial year of January–31 December 2017.
Number of directors, boards, chairman of the board, election of the auditor, directors’ fees and remuneration to the auditor
It was resolved that the board of directors shall be composed of seven ordinary directors. Michael Hjorth, Bo Andersson Klint, Matias Myllyrinne, Ulrika Hagdahl and Harold Kim were re-elected and Kristofer Arwin and Åsa Wirén were elected as new directors. Eva Redhe had declined re-election. Michael Hjorth was re-elected chairman of the board of directors.
The authorized audit firm Öhrlings PricewaterhouseCoopers AB was re-elected as the statutory auditor and authorized public accountant Nicklas Kullberg was appointed auditor in charge.
The AGM approved the proposed fees to the board of directors as follows: SEK 700,000 to the chairman of the board and SEK 210,000 to each non-executive director. The AGM also approved total fees to members of the Remuneration Committee of SEK 200,000, of which SEK 100,000 to the chairman and SEK 50,000 to each other member. The AGM approved total fees to members of the Audit Committee of SEK 400,000, of which SEK 200,000 to the chairman and SEK 100,000 to each other member. Remuneration to the auditor will be paid in accordance with approved invoice.
Authorization of the board of directors to decide to issue new shares
The AGM resolved to authorize the board of directors to decide, on one or more occasions during the period ending at the close of the next annual general meeting, to issue new shares, with or without waiver of shareholders’ preferential rights, of either Class A and Class B, or to issue convertibles or warrants conferring the right to purchase Class A and/or Class B shares, corresponding (in connection with the planned exercise of such convertibles or options where applicable) to a maximum of 10 percent of the number of shares outstanding from time to time, against cash consideration, settlement of debt, or non-cash consideration. The issue price must not be lower than the market price. Other terms and conditions will be decided by the board of directors and must be market-based.
The AGM resolved that the company shall have a Nomination Committee composed of not more than four members, who shall be appointed by the largest shareholders or shareholder groups in terms of voting rights, as well as the chairman of the board, provided that the chairman of the board is not one of the committee members appointed by a principal shareholder.
Guidelines for remuneration to senior executives
The AGM adopted the guidelines for remuneration to senior executives of the company as proposed by the board of directors.
The AGM resolved to establish an incentive scheme including the issue of not more than 3,000,000 warrants referring to Class B shares to a wholly owned subsidiary and approved the transfer of warrants from the subsidiary to employees of the company and subsidiaries.
For more information, please contact:
Ann Charlotte Svensson, Head of Investor Relations and Corporate Communications
Tel: +46(0)8-202,509, email: email@example.com
This information is such that Starbreeze AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above on 9 May 2018 at 17:45 CET.
Starbreeze is a global game company whose vision is to be a leading provider in the entertainment industry by creating world-class experiences. Starbreeze was founded in 1998 and has since evolved into a well-established developer and publisher of PC and console games and VR products aimed at the global market. With studios in Stockholm, Paris, Los Angeles, San Francisco, Barcelona, Brussels, Bangalore and Dehradun, Starbreeze develops high-quality entertainment products based on proprietary and third-party rights, both in-house and in partnership with external game developers. Operations are organized in three business areas: Starbreeze Games, Publishing and VR Tech & Operations. Starbreeze shares are listed on Nasdaq Stockholm under the tickers STAR A and STAR B with the ISIN-codes SE0007158928 (A share) and SE0005992831 (B share). For more information, please visit starbreeze.com