NOTICE OF EXTRA GENERAL MEETING IN TOADMAN INTERACTIVE AB (PUBL)
The shareholders of Toadman Interactive AB (publ), reg. no. 556923-2837, (the "Company") are hereby invited to the extra general meeting on Tuesday 3 March 2020 at 1.00 pm CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 12.45 pm CET.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Wednesday 26 February 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 on Wednesday 26 February 2020. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "Toadman 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 on Wednesday 26 February 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 Wednesday 26 February 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.toadmaninteractive.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 and election of chairman of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one person to certify the minutes
- Question whether the general meeting has been duly convened
- Resolution regarding amendments of the articles of association regarding company name, limits for the number of shares and the share capital
- 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 amendments of the articles of association regarding company name, limits for the number of shares and the share capital
The board of directors of the Company proposes that the extra meeting resolves to amend the Company's articles of association as follows:
The board of directors proposes that the Company name is changed to, firstly, Enad Global 7 AB, secondly EG 7 AB (publ) or any other name comprising of "Enad" or "EG" or a combination thereof, provided that any of these names may be registered with the Swedish Companies Registration Office. The articles of association § 1 will thereby have the following wording:
"The name of the company is Enad Global 7 AB (publ)."
It is proposed that the limits for the share capital in the articles of association are changed from a minimum of SEK 500,000 and a maximum of SEK 2,000,000 to a minimum of SEK 1,240,000 and a maximum of SEK 4,960,000. The articles of association § 4 will thereby have the following wording:
"The share capital shall not be less than SEK 1,240,000 and not more than SEK 4,960,000."
It is also proposed that the limits for the number of shares in the articles of association are changed from a minimum of 13,340,000 and a maximum of 53,360,000 to a minimum of SEK 31,000,000 and a maximum of 124,000,000. The articles of association § 5 will thereby have the following wording:
"The number of shares shall not be less than 31,000,000 and not more than 124,000,000."
It is also proposed to carry out certain technical adjustments of the clause regarding annual general meeting.
It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with 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 31,209,159. The Company holds no own shares.
Other
The complete proposals including the whole proposed articles of association and proxy form are available at least two weeks in advance of the meeting at the Company at Sveavägen 20, 6tr and at the Company's website www.toadmaninteractive.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.
*****
Stockholm January 2020
Toadman Interactive AB (publ)
The board of directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Robin Flodin, CEO
Phone: +46 70 477 06 34
robin@thetoadman.com
Alexander Albedj, Chairman
Phone: +46 76 221 30 75
alexander.albedj@thetoadman.com
ABOUT TOADMAN
Toadman develops, publish and markets PC, console and mobile games for the global games market. The Group employs 100+ game developers and creates their own original IP as well as consult for other game publishers around the world through their Game Development Division. In addition, the Group’s Marketing Division has helped to release 1,500+ titles, many are world renowned brands such as Call of Duty, Destiny, Dark Souls and Rage. The Group has its headquarter in Stockholm, Sweden with 200 employees in 7 offices world-wide.
Nasdaq First North Growth Market Ticker Symbol: TOAD
Certified Adviser: Eminova Fondkomission AB, Phone: +46 8 684 211 00
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