Notice Extraordinary General Meeting in Everysport Media Group AB (publ)
Everysport Media Group AB (publ), reg. no. 556739-8143 (the ”Company”), summons an Extraordinary General Meeting on Friday 18 October 2019 at 11.00 a.m. at the Company’s offices, Gamla Brogatan 11 in Stockholm.
Notification of attendance
Shareholders who wish to attend the Extraordinary General Meeting must be registered in the shareholders’ register maintained by Euroclear Sweden AB on 12 October 2019 (since this is a Saturday, the shareholders must be registered in the shareholders’ register already on the 11 October 2019). Shareholders with nominee-registered shares must temporarily register the shares in their own names at Euroclear Sweden AB. Such registration must be effected by 12 October 2019 (since this is a Saturday, the shareholders must be registered in the shareholders’ register already on the 11 October 2019). Shareholders should contact their nominee with a request for re-registration well in advance of said date.
Furthermore, shareholders who wish to attend the Extraordinary General Meeting must notify the Company not later than 14 October 2019 of their attendance. Notification of attendance shall be made
- by mail: Everysport Media Group AB, Box 3619, 103 59 Stockholm, marked ”Extraordinary General Meeting”, or
- by e-mail: firstname.lastname@example.org.
The notification of attendance must state name, personal identification number or corporate registration number, address, a daytime telephone number, shareholding and, where appropriate, information about any proxy or shareholder assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is notified as above.
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as certificate of incorporation and other relevant documents, evidencing the authorised representative, should reach the Company at the address above not later than 14 October 2019.
A proxy form is available on the Company’s website, www.esmg.se.
1 Opening of the general meeting.
2 Election of chairman of the general meeting.
3 Preparation and approval of the voting list.
4 Approval of the agenda.
5 Election of one or two persons who shall attest the minutes of the general meeting.
6 Determination of whether the general meeting was duly convened.
7 Resolution on change of the articles of association.
8 Resolution on aggregation of shares (reverse share split 1:25).
9 Closing of the general meeting.
Proposals to resolution
Item 2 – Election of chairman of the general meeting
The board of directors proposes Paul Fischbein to be elected chairman of the general meeting.
Item 7 – Resolution on change of the articles of association
The board of directors propose that the general meeting resolves to amend the limits of the articles of association in order to enable the reverse share splitin accordance with item 8 on the agenda. The board of directors proposes the following amendments to the articles of association:
1. The limits for the Company's number of shares (§ 5 of the articles of association) are changed from a minimum of 50,000,000 and a maximum of 200,000,000 to a minimum of 4,500,000 and a maximum of 18,000,000.
2. The limits for the number of shares that can be issued by each series (§ 6 of the articles of association) are changed, whereby class A can be issued for a number of not more than 16,200,000 and class B shares for a number of not more than 1,800,000.
For a resolution in accordance with this proposal, assistance is required from shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
The resolution is conditional upon the general meeting resolving on the board of directors’ proposal for resolution on the aggregation of shares (item 8 on the agenda).
Item 8 – Resolution on aggregation of shares (reverse share split 1:25)
The board of directors proposes that the general meeting resolves on an aggregation of the Company’s class A shares in order to achieve an appropriate number of shares for the Company, whereby twenty-five (25) existing shares are merged into one share (reverse share split 1:25). Following the reverse share split, the number of class A shares in the Company will be reduced from 113,562,412 to 4,542,496. Major shareholders in the Company have undertaken to act as guarantors, and the other shareholders may from these guarantors receive as many shares as necessary in order for the shareholders' holding to be dividable by twenty-five (25). The resolution requires a change in the articles of association.
The board of directors proposes that the board is authorized to determine the record date for the reverse share split. The board of directors propose that both the board of directors and the CEO are authorized to make minor adjustments in the general meeting’s resolution that may prove necessary for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
The resolution is conditional upon the general meeting resolving on the board of directors’ proposal for resolution on the change of the articles of association (item 7 on the agenda).
Number of shares and votes in the Company
At the time of issue of this notice, the total number of class A shares in the Company is 113 562 412 with 10 votes each, to a total of 1 135 624 120 votes.The Company holds no treasury shares.
Shareholder’s right to inquire
In accordance with the Swedish Companies Act, Chapter 7. Section 32, if any shareholder so requests and the board of directors considers that it can be done without material damage to the Company, the board of directors and the CEO must provide information at the general meeting on matters that may affect the assessment of a matter on the agenda.
Articles of association will be kept available at the Company's office at the address Gamla Brogatan 11, 111 20 Stockholm. Copies of the said document are also sent to the shareholders who request it and state their address. The documents will also be available on the Company's website, www.esmg.se.
Processing of personal data
This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.
This information is such that Everysport Media Group AB (Publ.) is required to make public in accordance with the EU’s market abuse regulation (MAR). The information was made publicly available by the Company’s contact person on September 18th, 2019.
Everysport Media Group AB (publ)
Stockholm in September 2019
The board of directors