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Notice of annual general meeting in Enad Global 7 AB (publ)

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The shareholders of Enad Global 7 AB (publ), reg. no. 556923-2837, (the "Company") are hereby invited to the Annual General Meeting on Tuesday 21 June 2022, at 13.30 CEST in Eversheds Sutherland’s offices at Strandvägen 1, Stockholm. Registration will begin at 13.00 CEST.

The Board of Directors has decided that shareholders who are unable or unwilling to attend the Annual General Meeting in person may exercise their voting rights by postal vote.

Right to attend the meeting

Shareholders who wish to participate at the meeting must

  • on the record date, which is Monday 13 June 2022, be registered in the share register maintained by Euroclear Sweden AB; and

Nominee-registered shares

Shareholders whose shares are nominee-registered in the name of a bank or other nominee must, in addition to giving notice of attendance to the Company, register such shares in their own names so that the shareholder is recorded in the share register as of Monday 13 June 2022. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than Wednesday 15 June 2022 will be considered by Euroclear Sweden AB in the preparation of the share register.

Proxy etc.

Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued by a legal entity, attested copies of the certificate of registration or equivalent authorisation documents, evidencing the authority to issue the power of attorney, shall be enclosed. The power of attorney must not be older than one year; however, the power of attorney may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the power of attorney in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company’s disposal in good time before the Annual General Meeting. A form of power of attorney 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.

Information on participation by postal voting

Shareholders intending to vote by postal vote must submit their postal votes no later than Wednesday 15 June 2022 through a digital postal voting form available through poströsta.se: https://app.verified.eu/web/postrosta2022/?source=enadglobal7-21juni/en. Natural shareholder or, if applicable, authorized representatives of shareholders who are legal persons, identify themselves by using BankID or other secure signing solution in conjunction with the submitting of the postal voting form (detailed instructions, terms and instructions for postal voting is stated in the form).

A postal vote may be cancelled until Wednesday 15 June 2022 by sending an e-mail to support@postrosta.se. If two or more forms have the same dating, only the last received form will be taken into account. The shareholder cannot provide other instructions than by marking an answer for each item in the form. If the shareholder has provided the form with instructions or conditions, or changed or added pre-printed text, the postal vote is invalid. Further instructions can be found in the postal voting form.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting
  1. Preparation and approval of the voting list
  1. Approval of the agenda
  1. Election of one or two persons to approve the minutes
  1. Examination of whether the meeting has been properly convened
  1. Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
  1. Resolution regarding:
  1. adoption of income statement and balance sheet and the group income statement and the group balance sheet,
  2. regarding the profit or loss of the Company in accordance with the adopted balance sheet, and
  3. discharge from liability of the Board of Directors and the managing director
  1. Determination of the number of directors and auditors
  1. Determination of fees to the Board of Directors and to the auditors
  1. Election of the Board of Directors and auditors
  1. Resolution on principles for the Nomination Committee
  1. Resolution of implementation of an employee stock option program
  1. Resolution to implementation of a warrant-based incentive program
  1. Resolution on a) an issue of warrants and b) the approval of transfer of warrants
  1. Resolution to authorize the Board of Directors to resolve on issues of shares, warrants and convertibles
  1. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
  1. Closing of the meeting

THE NOMINATION COMMITTEE’S PROPOSALS FOR RESOLUTIONS

Item 1 – Opening of the meeting and election of chairman of the meeting

The Nomination Committee proposes that Johan Engström (Eversheds Sutherland) is appointed chairman of the meeting.

Item 8 – Determination of the number of directors and auditors

The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of five (5) directors and no deputies. The Nomination Committee proposes that one (1) registered auditing firm should be the Company’s auditor.

Item 9 – Determination of fees to the Board of Directors and to the auditors

The Nomination Committee proposes that the remuneration is to be SEK 1,900,000 in total, including remuneration for committee work (SEK 1,650,000 previous year), and shall be paid to the Board of Directors and the members of the established committees in the following amounts:

SEK 250,000 (SEK 250,000) for each of the non-employed directors and SEK 600,000 (SEK 600,000) to the chairman provided that the chairman is not an employee.

It is further proposed that the remuneration for committee shall be paid to the Board of Directors and the members of the established committees in the following amounts:

SEK 100,000 to the chairman and SEK 75,000 to the other members of the audit committee and SEK 75,000 to the chairman and SEK 50,000 to the rest of the remuneration committee.

Upon recommendation from the Board of Directors’ renumeration committee, the Nomination Committee wishes to inform the shareholders that the Company may engage Alexander Albedj as a consultant for services mainly related to corporate finance outside the scope of his assignment as board member. Remuneration for such services will not exceed applicable thresholds for requirements of a general meeting’s approval pursuant to chapter 16 a of the Swedish Companies Act.

Remuneration to the auditor is to be paid according to approved invoice.

Item 10 - Election of the Board of Directors and auditors

The Nomination Committee proposes re-election of the directors Jason Epstein, Alexander Albedj, Marie-Louise Gefwert, and Gunnar Lind. It is further proposed that Shum Singh is elected as a new director.

Shum Singh has a degree in economics from University of Chicago. Shum Singh is the founder of Agnitio Capital, which he founded in 2003. Shum has since then gained nearly 25 years of experience of working with M&A with tech-companies. Shum Singh is today a board member in several international companies with jurisdictions in, inter alia, Germany and Britain. Shum Singh was previously a board member of Innova Intellectual Properties SRL which was acquired by the Company in 2021.

It is further proposed that Jason Epstein is elected as chairman of the Board of Directors.

The Nomination Committee proposes, after recommendation from the audit committee, that the registered audit company Öhrlings PricewaterhouseCoopers AB (PwC) is elected as the Company’s auditor with the authorised auditor Niklas Renström as the auditor-in-charge.

Item 11 – Resolution on principles for the Nomination Committee

The Nomination Committee proposes the meeting to resolve on the following principles for the Nomination Committee for the Annual General Meeting 2023.

Role of the Nomination Committee

The Company shall have a Nomination Committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent Nomination Committee. The Nomination Committee is to propose:

  • the chairman of the Annual General Meeting;
  • candidates for the post of chairman and other directors of the Board;
  • fees and other remuneration to each director;
  • fees to members of committees within the Board;
  • election and remuneration of the Company auditor; and
  • principles for the Nomination Committee.

The Nomination Committee shall in its assessment of the evaluation of the Board and in its proposal in particular take into consideration the requirement of diversity and breadth on the Board and strive for equal gender distribution.

Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.

Members of the Nomination Committee

The Nomination Committee shall consist of four members, of whom three shall be nominated by the Company’s three largest shareholders by voting power and the fourth shall be the chairman of the Board. The chairman of the Board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three owner-registered largest shareholders, by voting power, according to the share register maintained by Euroclear Sweden AB at that time and request that they, taken into consideration the circumstances, within reasonable time which cannot exceed 30 days, in writing to the Nomination Committee nominate that person whom the shareholder wishes to appoint as member of the Nomination Committee. If any of the three largest shareholders wish not to exercise their right to appoint a member of the Nomination Committee, the next shareholder in consecutive order shall be entitled to appoint a member of the Nomination Committee. In the case that several shareholders abstain their right to appoint a member of the Nomination Committee, the chairman of the Board shall not be required to contact more than eight shareholders, unless it is necessary in order to obtain a Nomination Committee consisting of a minimum of three members.

Unless otherwise agreed between the members, the chairman of the Nomination Committee shall be nominated by the largest shareholder by voting power. The chairman of the Board shall never be the chairman of the Nomination Committee.

If a member nominated by a shareholder, during the year ceases to be one of the Company’s three largest shareholders by voting powers, the member nominated by such shareholder shall resign from the Nomination Committee. Instead, a new shareholder among the three largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the Nomination Committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than three months prior to the Annual General Meeting shall lead to a change in the composition of the Nomination Committee, unless there are exceptional reasons.

If a member of the Nomination Committee resigns before the Nomination Committee has completed its assignment, for reasons other than set out above the shareholder who nominated such member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the Board resigns from the Board, his/her successor shall replace the chairman of the Board also on the Nomination Committee.

Announcement of the Nomination Committee members

The chairman of the Board shall ensure that the names of the members of the Nomination Committee, together with the names of the shareholders of whom they have been nominated, are published on the Company’s website no later than six months before the Annual General Meeting.

If a member leaves the Nomination Committee during the year, or if a new member is appointed, the Nomination Committee shall ensure that such information, including the corresponding information about the new Nomination Committee member, is published on the website.

A change in the composition of the Nomination Committee shall be published immediately.

Proposals to the Nomination Committee

Shareholders shall be entitled to propose Board members for consideration by the Nomination Committee. The Nomination Committee shall provide the Company with information on how shareholders may submit recommendations to the Nomination Committee. Such information will be announced on the Company’s website.

The chairman of the Board of Directors shall, as part of the work of the Nomination Committee, keep the Nomination Committee informed about the work of the Board of Directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the Nomination Committee.

Proposals by the Nomination Committee

When preparing its proposals, the Nomination Committee shall take into account that the Board of Directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The Nomination Committee shall further strive for equal gender distribution.

The Nomination Committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.

When the notice of the shareholders’ meeting is issued, the Nomination Committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the Board of Directors. The Nomination Committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the Nomination Committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the Board of Directors, the Nomination Committee shall specifically explain the reasons for such proposal.

The Nomination Committee shall ensure that the following information on candidates nominated for election or re-election to the Board of Directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:

  • year of birth, principal education and work experience;
  • any work performed for the Company and other significant professional commitments;
  • any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate’s related natural or legal persons;
  • whether the Nomination Committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the Nomination Committee shall explain its proposal; and
  • in the case of re-election, the year that the person was first elected to the Board.

Account of the work of the Nomination Committee

All members of the Nomination Committee, where possible, and as a minimum one of the members, shall be present at the Annual General Meeting.

The Nomination Committee shall at the Annual General Meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposal regarding the composition of the Board of Directors. The Nomination Committee shall in particular explain its proposal in the light of the requirement to strive for an equal gender distribution.

Fees and Costs

No fee shall be payable by the Company to any member of the Nomination Committee.

The Company shall bear all reasonable costs associated with the work of the Nomination Committee. Where necessary, the Nomination Committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the Nomination Committee with the human resources needed to support the Nomination Committee’s work.

Confidentiality

A member of the Nomination Committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a Nomination Committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.

A Nomination Committee member shall store all confidential materials that he/she receives by reason of the Nomination Committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a Nomination Committee member shall hand over to the chairman of the Board all confidential materials that the Nomination Committee member has received in his/her capacity as Nomination Committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.

The chairman of the Nomination Committee may make public statements about the work of the nomination committee. No other Nomination Committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the Board has given permission thereto.

The BOARD OF DIRECTORS’ PROPOSALS FOR RESOLUTIONS

Item 2 – Preparation and approval of the voting list

The proposed voting list is the voting list that has been prepared based on the shareholders present, the share register of the Annual General Meeting, and the postal votes received and that has been checked and proved by the persons elected to verify the minutes.

Item 4 – Election of one or two persons to approve the minutes

The Board of Directors proposes that Kevin Holmkvist at (Eversheds Sutherland) verify the minutes of the meeting, or, in the event of an impediment to him, whoever the chairman of the Board designates. The task of verifying the minutes also includes controlling the voting register and checking that received postal votes are correctly reproduced in the minutes.

Item 7b - 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 12 - Resolution on implementation of an employee stock option program

The Board of Directors proposes that the meeting resolves to implement an employee stock option program for senior executives and other key employees in the Company and its subsidiaries (the “ESOP 2022/2025”).

Delivery of shares under the ESOP 2022/2025 is to be secured by the issue of warrants and approval of transfer of warrants as set forth in item 14 on the proposed agenda for the meeting.

Terms and conditions of the ESOP 2022/2025

The ESOP 2022/2025 is proposed to be governed by the following terms and conditions:

  1. Not more than 2,519,890 employee stock options are to be issued.
  2. The employee stock options shall be offered senior executives and other key employees in the Company and its subsidiaries subject to the employees not being tax residents in Sweden, in accordance with the following allocation:
Category Maximum number of employee stock options per participant Maximum number of employee stock options per category
Senior executives 438,000 438,000
Other key employees 100,000 2,081,890
  1. The Board of Directors shall decide upon the allotment within the limits set above.
  2. The employee stock options shall be issued without cost. A prerequisite to acquire employee stock options under the ESOP 2022/2025 is that the participants must own shares in the Company. The shares can either be already owned by the participant or be acquired in the market in connection with the application to participate in the ESOP 2022/2025 (the “Private Investment”). The Private Investment shall at least amount to the total premium that should have been paid by the participant, had the participant instead acquired warrants through payment of the warrant premium corresponding to the market value of each employee stock option (the warrant premium calculated in accordance with the Black & Scholes evaluation model per the day of transfer multiplied by each employee stock option).
  3. Each employee stock option entitles to acquisition of one share in the Company at an exercise price of SEK 20.51, corresponding to 130 per cent of the volume weighted average price for shares in the Company according to Nasdaq First North Growth Market during a period from and including 6 May 2022 to, and including, 18 May 2022. The exercise price and the number of shares that each employee stock option entitles to can be subject to recalculation due to bonus issue, share split, preferential rights issue and similar measures, whereby the terms for recalculation in the complete Terms and Conditions for Warrants 2022/2025 shall be applied. The exercise price shall however at minimum amount to an amount corresponding to the quota value of the share.
  4. The employee stock options can be exercised to acquire shares during a period from and including 1 December 2025, to, and including, 31 December 2025. The employee stock options will be possible to exercise earlier in the event of e.g. compulsory redemption of shares, liquidation, takeover or merger. Exercise of employee stock options presupposes, as a rule, that the option holder is still employed in the group, and is neither tax resident in Sweden, at the time of exercise.
  5. The employee stock options shall not constitute securities and are non-transferable.

Background and reasons for the proposal

The purpose of the proposed ESOP 2022/2025 is to create opportunities to retain and increase the motivation for existing members of the Company’s management, other key employees within the Company and the group. The Board of Directors finds it to be in the interest of all shareholders that the management, which has been deemed to be important for the future development of the Company, has a long-term interest in the growth of the Company’s share price. A long-term commitment from the owners is expected to increase the interest in the daily business, increase the interest for the Company’s earnings and financial result as a whole, increasing the motivation of the participants and aims to increase the interest between the participants and the Company’s shareholders. Furthermore, the Incentive Program helps to attract competent employees to the Company.

Preparation of the proposal

The proposal for the ESOP 2022/2025 has been prepared by the Company’s Board of Directors in cooperation with external advisors.               

Dilution

Should all the warrants under item 13 on the agenda for the meeting and all employee stock options under item 12 on the agenda for the meeting be exercised, the number of outstanding shares will increase by 2,900,000, which corresponds to a maximum dilution of approximately 3.17 percent of the total number of shares and votes in the Company.

Outstanding share-related incentive programs

At the time of this proposal there are no warrants or share-based incentive programs in the Company.

Item 13 – Resolution on implementation of a warrant-based incentive program

The Board of Directors proposes that the meeting resolves to implement a warrant-based incentive program, offering senior executives and other key employees to acquire warrants which grants the holder a right to subscribe for newly issued shares in the Company (the “Warrant Program 2022/2025”).

Terms and conditions of the Warrant Program 2022/2025

The Warrant Program 2022/2025 is proposed to be governed by the following terms and conditions:

  1. The Warrant Program 2022/2025 shall consist of a maximum of 380,110 warrants of series 2022/2025. Each warrant grants the holder the right to subscribe for one (1) newly issued share in the Company.
  1. The warrants shall be offered senior executives and other key employees in the Company and its subsidiaries subject to the employees being Swedish residents and in accordance with the following allocation:
Category Maximum number of warrants per participant Maximum number of warrants per category
Senior executives 350,870 350,870
Other key employees 29,239 29,239
  1. The proposed terms and conditions for the warrants of series 2022/2025 is set out below under item 14 (Resolution on a) an issue of warrants and b) the approval of transfer of warrants) on the agenda for the meeting.
  1. The Company shall subscribe for all the warrants and then transfer the warrants to the participants in accordance with the terms set out in item 14 (Resolution on a) an issue of warrants and b) the approval of transfer of warrants).

Background and reasons for the proposal

The purpose of the proposed Warrant Program 2022/2025 is to create opportunities to retain and increase the motivation for existing members of the Company’s management, other key employees within the Company and the group. The Board of Directors finds it to be in the interest of all shareholders that the management, which has been deemed to be important for the future development of the Company, has a long-term interest in the growth of the Company’s share price. A long-term commitment from the owners is expected to increase the interest in the daily business, increase the interest for the Company’s earnings and financial result as a whole, increasing the motivation of the participants and aims to increase the interest between the participants and the Company’s shareholders. Furthermore, the Incentive Program helps to attract competent employees to the Company.

Preparation of the proposal

The proposal for the Warrant Program 2022/2025 has been prepared by the Company’s Board of Directors in cooperation with external advisors.           

Dilution

Should all the warrants under item 13 on the agenda for the meeting and all employee stock options under item 12 on the agenda for the meeting be exercised, the number of outstanding shares will increase by 2,900,000, which corresponds to a maximum dilution of approximately 3.17 percent of the total number of shares and votes in the Company.

Valuation

According to a preliminary calculation, the warrant premium amounts to SEK 3.03. The preliminary and the final warrant premium is calculated in accordance with the Black & Scholes evaluation model with the assumption of a risk-free rate of 1.55 per cent and an EGARCH implicit volatility of 39.3 percent and with the assumption that no expected dividend or any other transaction to shareholders will be carried out during the duration of the incentive program. The data and the calculations have been gathered and produced by Escalade Capital in its capacity as an independent valuation institute.

Special cash compensation

The Company shall make payments of special cash compensation in connection with the Warrant Program 2022/2025 as follows. The payment is based on the number of warrants the participant acquires. The amount shall sum to a total that, net of tax, approximately corresponds to the amount to be paid by the participant in accordance with what is set forth under the heading “Transfer of warrants under the Warrant Program 2022/2025” under item 14 on the agenda for the meeting. The payment shall be divided into three instalments in equal parts to be paid by the end of or close to each financial year during the warrant period, or – under certain defined circumstances – earlier. Payment requires that the participant is still employed by the Company at the time of payment.

Outstanding share-related incentive programs

At the time of this proposal there are no warrants or share-based incentive programs in the Company.

Item 14 – Resolution on a) an issue of warrants and b) the approval of transfer of warrants

In order to secure the Company’s commitments under the ESOP 2022/2025 and the Warrant Program 2022/2025, the Board of Directors proposes that the meeting shall resolve on a directed issue of warrants of series 2022/2025 and approval of the transfer of warrants of series 2022/2025 in accordance with item a) and b) below.

  1. Issue of warrants

The Board of Directors proposes that the meeting resolves on a directed issue of warrants of series 2022/2025 with the following terms:

  1. The Company shall issue a maximum of 2,900,000 warrants. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
  2. With deviation from existing shareholders’ pre-emptive right, the warrants shall only be subscribed by the Company with a right and an obligation for the Company to transfer the warrants to the participant under the ESOP 2022/2025 or the Warrant Program 2022/2025. The reason for deviating from the shareholders’ pre-emptive right is that the warrants will be used within the framework of the above-mentioned incentive programs.
  3. The warrants may be used for subscription of new shares during a period from, and including, 1 December 2025, to, and including, 31 December 2025 or the earlier day which follows from the complete Terms and Conditions for Warrants 2022/2025. The subscription price for the shares has been set to SEK 20.51 per share, which corresponds to 130 percent of the volume weighted average price for the Company’s share on Nasdaq First North Growth Market for the period from and including 6 May 2022 to, and including, 18 May 2022.
  4. If the warrants are exercised in full, the issue of shares would increase the Company’s share capital with a maximum of SEK 116,000 (subject to potential changes due to any potential recalculation in accordance with the complete Terms and Conditions for Warrants 2022/2025). Any share premium shall be transferred to the unrestricted premium reserve.
  5. The warrants shall be subscribed for by the Company without consideration.
  6. The warrants shall be subscribed for on a subscription list no later than three (3) days from the resolution to issue the warrants. The Board of Directors shall have the right to postpone the subscription period. Oversubscription may not occur.
  7. Any new shares that are acquired through the exercise of warrants will entitle the holder to receive dividends from the first record date for dividends that occurs after the issue of new shares has been registered with the Swedish Company Registration Office and with Euroclear Sweden AB.
  8. The warrants are subject to further terms and conditions in accordance with the complete Terms and Conditions for Warrants 2022/2025, including customary terms for recalculation, meaning that the subscription price, as well as the number of new shares that each warrant may grant, might be recalculated upon the occurrence of certain company events.

The Board of Directors shall be authorized to cancel warrants that have been issued and that the Board of Directors considers are not necessary to fulfil the obligations that follows from the ESOP 2022/2025 or the Warrant Program 2022/2025.

The Board of Directors, or whoever the board appoints, is authorized to make any minor adjustments to the issue decision that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

  1. Approval of transfer of warrants

The Board of Directors proposes that the meeting resolves to approve that the Company may transfer warrants of series 2022/2025 to the participants in accordance with the allocation set out under item 13 (Resolution on implementation of an employee stock option program) and 14 (Resolution on implementation of a warrant-based inventive program) on the agenda for the meeting and in accordance with the terms below.

Transfer of warrants under the Warrant Program 2022/2025

Transfer of warrants under the Warrant Program 2022/2025 shall be made in exchange of a premium calculated in accordance with the Black & Scholes evaluation model per the day of transfer. A preliminary valuation of the warrant premium amounts to SEK 3.03.

A prerequisite to acquire warrants is that the participant has entered into an agreement with the Company according to which the Company, or a person appointed by the Company, under certain circumstances, will have the right to repurchase the warrants from the participant. Such a right to repurchase exists, e.g., if the participant ceases to be employed by the Company or if the participant intends to transfer the warrants to someone else.

Transfer of warrants under the ESOP 2022/2025

Transfer of warrants under the ESOP 2022/2025 shall be made without consideration.

A valid resolution in accordance with the proposal requires that the resolution be supported by shareholders with at least nine tenths (9/10) of both the votes and the shares represented at the meeting.

Item 15 – Resolution to authorize the Board of Directors to resolve on issues of shares, warrants and convertibles

The Board of Directors proposes that the meeting resolves to authorize the Board of Directors until the next Annual General Meeting, 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 regard to already finalized acquisitions.

Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or 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 quota 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.

A valid resolution in accordance with the proposal requires that the resolution be supported by shareholders with at least two thirds (2/3) of both the votes and the shares represented at the meeting.

Item 16 – Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions

The Board of Directors proposes that the Annual General Meeting authorizes the Board, the CEO or the person otherwise designated by the Board, to undertake minor adjustments and clarifications of the resolutions made by the Annual General Meeting to the extent it is required for registration of the resolutions.  

Other

Documents and information

The annual report and the auditor’s report as well as other documents relating to the proposed resolutions will be available at the Company’s office and on the Company’s webpage (www.enadglobal7.com) at least three weeks in advance of the Annual General Meeting. All documents will be sent to shareholders that so requests and provides their postal address.

According to chapter 7 section 32 of the Companies Act, shareholders have the right to request information from the Board of Directors and the managing director regarding circumstances which may affect the evaluation of a matter on the agenda or the Company’s financial situation. The Board of Directors and the managing director shall provide such information if the Board of Directors determine that it can be done without causing any significant harm to the Company.

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.  

Number of shares and votes

The total number of shares in the Company, as of the date of the notice, amounts to 88,603,526 shares and votes. The Company does not own any of its own shares.

_____________________________

Stockholm in May 2022

Enad Global 7 AB (publ)

The Board of Directors

 

 

FOR MORE INFORMATION, PLEASE CONTACT:

Ji Ham, Acting CEO
Phone: +46 70 065 07 53
ji@enadglobal7.com

Fredrik Rüdén, Deputy CEO and CFO
Phone: +46 733 117 262
fredrik.ruden@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 470+ game developers and develops its own original IPs, as well as acts as consultants to other publishers around the world through its game development divisions Daybreak Games, Piranha Games, Toadman Studios, Big Blue Bubble 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 departments Innova and Sold Out hold expertise in both physical and digital publishing. EG7 is headquartered in Stockholm with approximately 880 employees in 16 offices worldwide.

 

Nasdaq First North Growth Market Ticker Symbol: EG7

Certified Adviser: Eminova Fondkommission AB, Phone: +46 8 684 211 00

 

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