NOTICE OF EXTRA 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 extra general meeting on Thursday 17 December 2020 at 10.00 a.m. CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm.

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:

  1. on the record date, which is Wednesday 9 December 2020, be registered in the share register maintained by Euroclear Sweden AB; and
  1. notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Friday 11 December 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"), 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 9 December 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 11 December 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 11 December 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 11 December 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

  1. Opening of the meeting and election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one person to certify the minutes
  5. Examination of whether the meeting has been properly convened
  6. Resolution regarding approval of the board of directors' resolution to issue shares
  7. Resolution regarding approval of the board of directors' resolution to issue shares
  8. Resolution regarding approval of the board of directors' resolution to issue shares
  9. Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
  10. 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 approval of the board of directors' resolution to issue shares

The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 10,516,257 shares from 2 December 2020, without preferential rights for the Company's shareholders, as follows:

The total increase of the Company's share capital can amount to a maximum of SEK 420,650.28.

The subscription price for the new shares shall be SEK 82 per share, which is based on the price determined in an accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ) and Swedbank AB (publ), in total SEK 862,333,074 if all shares are subscribed for.

Right to subscribe for the new shares, without the shareholders' preferential rights, shall belong to investors who have notified their interest in the accelerated book-building procedure.

Subscription shall be made on a subscription list no later than on 17 December 2020. The board of directors is entitled to extend the subscription period.

Payment for subscribed shares shall be made to a designated account no later than 18 December 2020. The board of directors is entitled to extend the last day for payment.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB.

The purpose of the new share issue of shares and the reason for the deviation from the shareholders' preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital at attractive terms in a time and cost efficient manner. The new share issue further aims to finance the acquisition of Daybreak Game Company LLC ("Daybreak"). The board of directors' assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through an accelerated book-building procedure.

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 and Euroclear Sweden AB.

Item 7: Resolution regarding approval of the board of directors' resolution to issue shares

The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 413,042 shares from 2 December 2020, without preferential rights for the Company's shareholders, as follows:

The total increase of the Company's share capital can amount to a maximum of SEK 16,521.68.

The subscription price for the new shares shall be SEK 82 per share, which is based on the price determined in an accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ) and Swedbank AB (publ), in total SEK 33,869,444 if all shares are subscribed for.

Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Erik Nielsen (director of the board) who has notified his interest in the accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ) and Swedbank AB (publ).

Subscription shall be made on a subscription list no later than on 17 December 2020. The board of directors is entitled to extend the subscription period.

Payment for subscribed shares shall be made to a designated account no later than 18 December 2020. The board of directors is entitled to extend the last day for payment.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB.

The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is as part of the offer in accordance with item 6 include the directors of the board, Erik Nielsen, in the accelerated book-building procedure. The board of directors' assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through an accelerated book-building procedure.

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 and Euroclear Sweden AB.

Item 8: Resolution regarding approval of the board of directors' resolution to issue shares

The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 10,079,985 shares from 2 December 2020, without preferential rights for the Company's shareholders, as follows:

The total increase of the Company's share capital can amount to a maximum of SEK 403,199.40.

The subscription price for the new shares shall be SEK 84.14 per share, in total SEK 848,129,937.90 if all shares are subscribed for. The basis for the subscription price is based on an agreement in connection with the acquisition of Daybreak, and corresponds to the volume weighted average price for the Company's share during 10 trading days prior to 1 December 2020 at Nasdaq First North Growth Market.

The right to subscribe for the shares shall, with deviation from the shareholders' priority right, be attributed to the sellers of Daybreak.

Subscription shall be made at a subscription on 30 December 2020. The board of directors is entitled to extend the subscription period.

Payment for subscribed shares shall be made to in cash or by set-off in accordance with Ch. 13 § 41 of the Swedish Companies Act no later than 31 December 2020. The board of directors is entitled to extend the last day for payment.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

The purpose of the share issue and reason for the deviation from the shareholders' preferential rights is that the issue shall be directed to the sellers of Daybreak in connection with the acquisition of Daybreak.

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 and Euroclear Sweden AB.

Item 9: 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 20 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.

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.

In connection with the accelerated book-building procedure carried out by the Company, where the outcome was announced on 2 December 2020, the board of directors the whole authorization, except the part relating to earn-out payments, that the extra general meeting on 29 October 2020 had granted to the board of directors. In view of this and in accordance with the Company's strategy to enable payment with shares in connection with acquisitions or otherwise raise capital to the Company a new authorization is proposed by the board of directors. The part of the previous authorization regarding earn-out payments remains.

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

The resolution in accordance with item 7 is subject to the provisions of Ch. 16 of the Swedish Companies Act and a valid resolution therefore requires that this proposal is supported by shareholders representing at least nine tenths of the votes cast and the shares represented at the general meeting.

A resolution in accordance with items 6, 8 and 9 require 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 45,818,671. The Company holds no own shares.

Other

The complete proposals, copies of the proxy form, advance voting 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 December 2020

Enad Global 7 AB (publ)

The board of directors

FOR FURTHER INFORMATION, PLEASE CONTACT:

Robin Flodin, CEO

Phone: +46 70 477 06 34

robin@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 170+ 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, 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 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 approximately 270 employees in 10 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 December 2, 2020 at 1:25 AM CET, care of above contact person

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