NOTICE OF EXTRA 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 extra general meeting on Thursday 29 October 2020 at 10.00 a.m. CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 09.45 a.m. CET.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. 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 general meeting:
- Possibility to vote in advance and participate via video conference
- Registration for the general meeting will commence at 09.45.
- 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 general meeting on the Company’s website, www. enadglobal7.com.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Wednesday 21 October 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 Friday 23 October 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 EGM 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 on Wednesday 21 October 2020 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 23 October 2020 will be considered in preparations of the share register.
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 23 October 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.
Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on www.enadglobal7.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company’s disposal no later than on Friday 23 October 2020. The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
Attend remotely
The shareholders might attend the general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. The shareholders who have notified that they would like to participate via video conference will receive log in instructions separately.
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
- 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 6: 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 extra general meeting of the shareholders 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 25 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the extra 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.
Five percent of the authorization shall only be used for issuances in connection with payment of earn-out payments.
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.
Majority requirements
A resolution in accordance with item 6 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 44,402,657. The Company holds no own shares.
Other
Copies of the proxy form 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 two weeks in advance of the 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 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.
*****
Stockholm October 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 October 14, 2020 at 8:45 AM CET, care of above contact person.
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