NOTICE OF EXTRA GENERAL MEETING IN EMBRACER GROUP AB
The shareholders of Embracer Group AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Wednesday 11 March 2020 at 10.00 am CET at Baker McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 09.45 am CET.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Thursday 5 March 2020, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the company of their participation and any assistants (no more than two) in the general meeting no later than Thursday 5 March 2020. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "Embracer EGM March 2020"), or via e-mail: ian.gulam@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Thursday 5 March 2020 and should therefore be requested from the nominee well before this date.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 5 March 2020. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.embracer.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of voting list
- Election of one person to certify the minutes
- Question whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding authorization for the board to issue new shares
- Closing of the meeting
Proposed resolutions
Item 2: Election of Chairman of the meeting
The board of directors proposes that Ian Gulam, LL.M., Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 7: Resolution regarding authorization for the board to issue new shares
The board of directors of the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue A shares and B shares, without preferential rights for the shareholders to be paid in cash, in kind and/or by way of set-off.
The board of directors may only resolve on a share issue in accordance with the above in connection with the completion of the acquisition announced through a press release on 19 February 2020, and the number of shares issued may amount to the maximum number, at a subscription price, as stated in the aforementioned press release.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.
A resolution in accordance with this item requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 312,067,198, of which 27,000,000 are A shares representing 270,000,000 votes and 285,067,198 are B shares representing 285,067,198 votes, whereby the total number of votes comprise 555,067,198. The Company holds no own shares.
Other
The complete proposals are included in the notice. Proxy form is available at least two weeks in advance of the meeting at the Company at Älvgatan 1 in Karlstad and at the Company's website www.embracer.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the
Privacy notice available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
*****
Karlstad February 2020
Embracer Group AB
The board of directors
For more information, please contact:
Lars Wingefors, Co-founder and Group CEO Embracer Group AB (publ)
Tel: +46 708 47 19 78
E-mail: lars.wingefors@embracer.com
About Embracer Group:
Embracer Group is the parent company of businesses developing and publishing PC and console games for the global games market.
The Group has an extensive catalogue of over 150 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters, Satisfactory and Wreckfest amongst many others. With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its four operative groups: Koch Media GmbH, THQ Nordic GmbH, Coffee Stain AB and Amplifier Game Invest. The group has 26 internal game development studios and are engaging more than 3,000 employees and contracted employers in more than 40 countries.
Embracer Group’s shares are publicly listed on Nasdaq First North Stockholm under the ticker EMBRAC B with FNCA Sweden AB as its Certified Adviser; info@fnca.se +46-8-528 00 399.
For more information, please visit: http://www.embracer.com