Announcement from THQ Nordic’s annual general meeting

The annual general meeting (“AGM”) of THQ Nordic AB (“THQ” or the “Company”) was held today on 16 May 2018 in Stockholm and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet

The AGM resolved to adopt the income statement and the balance sheet in the Company and the consolidated income statement and the consolidated balance sheet.

Allocation of profit

The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued profits, including the share premium account and year result, in total SEK 835,767,000, would be carried forward.

Discharge from liability

The board of directors and the CEO were discharged from liability for the financial year 2017.

Election of the board of directors, auditor and remuneration

The AGM resolved that the board of directors shall comprise five directors and no deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.

It was further resolved that the remuneration to each of the directors who are not employed by the company, shall be in total SEK 760,000 and comprise of SEK 190,000 to each director and SEK 380,000 to the chairman of the board. It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices. The remuneration ot he board of directors remains unchanged from the previous year.

Erik Stenberg, Kicki Wallje-Lund and Lars Wingefors were re-elected as directors of the board. Jacob Jonmyren and Ulf Hjalmarsson were elected as new directors. Kicki Wallje-Lund was re-elected as the chairman of the board. Pia Rosin, and Mia Segolsson declined re-election.

Ernst & Young Aktiebolag was elected as the Company auditor. Ernst & Young Aktiebolag has announced that Ulrich Adolfsson will be main responsible auditor.

Resolution regarding amendments of the articles of association regarding, e.g., limits for the number of shares and the share capital and the financial year

The AGM resolved, in accordance with the board of directors’ proposal, to change the limits for the share capital from a minimum of SEK 500,000 and a maximum of SEK 2,000,000 to a minimum of SEK 660,000 and a maximum of SEK 2,640,000. It was further resolved to change the limits for the number of shares from a minimum of 60,000,000 and a maximum of 240,000,000 to a minimum of SEK 79,000,000 and a maximum of 316,000,000. It was also resolved to carry out certain editorial changes with respect to the articles clauses regarding auditor and notice to general meetings.

It was further resolved to change the Company’s financial year from calendar year to 1 April - 31 Mach. The current financial year comprises the calendar year and will be extended to comprise the period 1 January 2018 - 31 March 2019. The resolution regarding change of financial year is also conditional upon the Swedish Tax Authority’s approval.

Resolution to issue a maximum of 135,135 B shares, with deviation from the shareholders’ priority right

The AGM resolved, in accordance with the board of directors’ proposal, to issue a maximum of 135,135 B shares to be paid by set-off, where the total increase of the Company’s share capital can amount to a maximum of SEK 1,126.1250. The subscription price for the new shares shall be SEK 74 per share, total maximum SEK 9,999,990 if all shares are subscribed for. The basis for the subscription price is based on an agreement in connection with the acquisition of Experiment 101 AB in November 2017 and corresponds to the volume weighted average price for the Company’s B share during 20 trading days prior to 16 November 2017 at Nasdaq First North.

The right to subscribe for the shares shall, with deviation from the shareholders’ priority right, be attributed one of the sellers of Experiment 101 AB, Stefan Ljungqvist, or a company wholly owned by him.

The reason for the deviation from the shareholders’ priority right is that the issuance of shares shall be made by set-off against existing loan in accordance with the promissory note issued by the Company in connection with the acquisition of Experiment 101 AB.

Resolution to issue a maximum of 1,082,601 B shares, with deviation from the shareholders’ priority right

The AGM resolved, in accordance with the board of directors’ proposal, to issue a maximum of 1,082,601 B shares to be paid by set-off, where the total increase of the Company’s share capital can amount to a maximum of SEK 9,021.6750. The subscription price for the new shares shall be SEK 95.44 per share, total maximum SEK 103,323,439.44 if all shares are subscribed for. The basis for the subscription price is based on an agreement in connection with the acquisition of Koch Media GmbH in February 2018 and corresponds to the volume weighted average price for the Company’s B share during 20 trading days prior to 14 February 2018 at Nasdaq First North.

The right to subscribe for the shares shall, with deviation from the shareholders’ priority right, be attributed certain of the sellers and management of Koch Media GmbH.

The reason for the deviation from the shareholders’ priority right is that the issuance of shares shall be made by set-off against existing loans in accordance with the promissory note issued by the Company in connection with the acquisition of Koch Media GmbH.

Dilution effect through the share issues

The total dilution following the two share issues based on full subscription and the outstanding shares in the Company corresponds to approximately 1.51 percent of the number of shares and approximately 0.75 percent of the number of votes.

Authorisation for the board to issue shares, convertibles and/or warrants

The AGM resolved, in accordance with the board of directors’ proposal, to authorise the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue B shares, convertibles and/or warrants with right to convert into and subscribe for B shares respectively, with or without preferential rights for the shareholders, in the amount not exceeding twenty (20) per cent of the total number of shares in the Company as of the date of the annual general meeting, to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.

For further details regarding the resolutions at the general meeting refer to the complete proposals available at the Company and the notice which has been made public at the Company’s website www.thqnordic-investors.com.

For additional information, please contact:
Lars Wingefors, Group CEO
Tel: +46 708 471 978
E-post: lwingefors@thqnordic.com

About THQ Nordic
THQ Nordic acquires, develops and publishes PC and console games for the global games market. The company is a major player within game and partner publishing with an extensive catalogue of over 100 owned franchises, such as Saints Row, Dead Island, Homefront, Darksiders, Metro (exclusive license), Titan Quest, MX vs ATV, Red Faction, Delta Force, Destroy All Humans, ELEX, Biomutant, Jagged Alliance, SpellForce, The Guild amongst others. THQ Nordic has a global publishing reach within marketing, sales and distribution, both online and offline. The company has a global presence, with its group head office located in Karlstad, Sweden and with operational offices in Vienna, Austria and Munich, Germany. The group has ten internal game development studios based in Germany, UK, USA and Sweden and contracts with 26 external game studios in a number of different countries. THQ Nordic engages more than 1,700 people.

THQ Nordic’s shares are publicly listed on Nasdaq First North Stockholm under the ticker THQNB:SS with FNCA Sweden AB as its Certified Adviser. For more information, please visit: http://www.thqnordic-investors.com

 

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