NOTICE OF ANNUAL GENERAL MEETING IN ENAD GLOBAL 7 AB (PUBL)
The shareholders of Enad Global 7 AB (publ), reg. no. 556923-2837, (the "Company") are hereby invited to the annual general meeting on Thursday 7 May 2020 at 1.00 p.m. CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 12.45 p.m. CET.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the annual general meeting shall be swift and effective to minimize spread of disease. Shareholders who are sick, recently travelled in a risk zone or are part of a risk group should not participate, but can vote via proxy. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the annual general meeting:
- Registration for the annual general meeting will commence at 12.45 p.m..
- External guests will not be invited.
- No food or refreshments will be served.
The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the annual general meeting on the Company’s website, www. enadglobal7.com.
Right to attend and notification
Shareholders who wish to attend the annual general meeting must:
- on the record date, which is Thursday 30 April 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 Monday 4 May 2020. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "Enad Global 7 AGM 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 30 April 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 4 May 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.enadglobal7.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or more persons to certify the minutes
- Examination of whether the meeting has been properly convened
- Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
- Resolutions regarding:
-
- adoption of income statement and balance sheet and the group income statement and the group balance sheet
- the profit or loss of the company in accordance with the adopted balance sheet and the adopted group balance sheet
- discharge from liability of the board of directors and the managing director
- Determination of the number of directors and auditors
- Determination of fees to the board of directors and to the auditors
- Election of the board of directors and auditors
- Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and 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.b: Resolution regarding the profit or loss of the company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 8-10: Determination of the number of directors and auditors, fees and election of the board of directors and auditors
Shareholders representing 30 percent of the shares and votes in the Company propose that the board of directors shall consist of six directors without deputy directors. The board of directors further propose that that the number of auditors shall be one registered accounting firm.
Shareholders representing 30 percent of the shares and votes in the Company propose that the remuneration to the board of directors shall amount to a total of SEK840,000 including remuneration for committee work (SEK 100,000 last year ) and be paid in accordance with the following;
SEK 120,000 (SEK 50,000) to each non-employed board of director and SEK 240,000 (SEK 0) to the chairman of the board of directors.
It is further proposed that the auditor shall be entitled to a fee in accordance with approved invoice.
Shareholders representing 30 percent of the shares and votes in the Company propose to re-elect the current board of directors Alexander Albedj, Robin Flodin, Sven Folkesson, Marie-Louise Hellström Gefwert and Gunnar Lind. It is further proposed that Erik Nielsen shall be elected as new board of director. It is also proposed that Alexander Albedj shall be re-elected as chairman of the board of directors.
The board of directors further proposes the re-election of the registered audit firm Ernst & Young Aktiebolag as the Company's auditor for a period up until the end of the next annual general meeting. Ernst & Young Aktiebolag has announced that Beata Lihammar will remain as main responsible auditor.
Further information regarding the proposal of the new director
Name: Erik Nielsen.
Current assignments: CEO of ETZ1 Advisory AB. Board member of Stena Sessan AB and NortecView Ltd.
Previous assignments: Board member of Ballingslöv International AB.
Year of birth: 1978.
Shareholding: 100,000 shares through endowment insurance.
Erik Nielsen may be considered independent from the Company and the management, however not in regards to the major shareholders of the Company.
Item 11 - Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting of the shareholders resolves to authorize the board of directors, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 20 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.
The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions or as payment for additional considerations in regards to already finalized acquisitions.
Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's par value.
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 Swedish Companies Registration Office.
Majority requirements
A resolution in accordance with item 11 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 31,209,159. The Company holds no own shares.
Other
Copies of accounts, audit report, proxy form, complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises at Ringvägen 100, 6tr, 118 60 Stockholm and at the Company’s www.enadglobal7.com, at least three weeks in advance of the annual general meeting 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 annual 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.
*****
Stockholm April 2020
Enad Global 7 AB (publ)
The board of directors
FOR MORE INFORMATION, PLEASE CONTACT:
Robin Flodin, CEO
Phone: +46 70 477 06 34
robin@enadglobal7.com
Alexander Albedj, Chairman
Phone: +46 76 221 30 75
alex@enadglobal7.com
ABOUT EG7
EG7 is a group of companies within the gaming industry that develops, markets, publishes and distributes PC, console and mobile games to the global gaming market. The company employs 100+ game developers and develops its own original IP:s, as well as act as consultants to other publishers around the world through its game development divisions Toadman Studios and Antimatter Games. In addition, the group's marketing department Petrol has contributed to the release of 1,500+ titles, of which many are world famous brands such as Call of Duty, Destiny, Dark Souls and Rage. The group's publishing and distribution department Sold Out holds expertise in both physical and digital publishing and has previously worked with Team 17, Rebellion and Frontier Developments. The Group is headquartered in Stockholm with 200 employees in 8 offices worldwide.
Nasdaq First North Growth Market Ticker Symbol: EG7
Certified Adviser: Eminova Fondkommission AB, Phone: +46 8 684 211 00
The information was submitted for publication on April 8, 2020 at 8:00 AM CET, care of above contact person.
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