Notice of Extraordinary General Meeting of M.O.B.A Network AB (publ)

The shareholders of M.O.B.A. Network AB (publ) (the “Company"), reg.no 559144-3964, are hereby invited to the Extraordinary General Meeting on Friday, 30 July 2021. To counteract the spread of COVID-19, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without the physical presence of shareholders, representatives or outsiders and that the shareholders before the Meeting shall have the opportunity to exercise their voting rights by post.

Right to attend the general meeting

Shareholders who wish to participate in the Meeting shall:

1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday, 22 July 2021, whereas registration of voting rights regarding nominee-registered shares that have been made no later than Monday, 26 July 2021 will be taken into account, and

2. have registered by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote is received by the Company no later than Thursday, 29 July 2021.

Personal data collected from the share register and the notification of attendance will be used for the preparation of the voting register for the Meeting and, where applicable, minutes of the Meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council).

NOMINEE REGISTERED SHARES

Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the Meeting, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB by the latest on Thursday 22 July 2021. Such voting registration, which is temporary, must be duly effected no later than Monday 26 July 2021, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.

POSTAL VOTING

The Board of Directors of the Company has decided that the shareholders of the Company at the Extraordinary General Meeting shall be able to exercise their voting rights by mail and email in accordance with Section 20 and Section 22 of the Swedish Act (2020:198) regarding Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For postal voting, shareholders shall use the postal voting form available on the Company's website ir.wearemoba.com/bolagstamma and at the Company’s office.

Completed and signed form for postal voting is sent by mail to M.O.B.A. Network AB (publ), Box 5298, 102 46 Stockholm or by e-mail to info@wearemoba.com. If shareholders cast a postal vote by proxy, the proxy form shall be attached to the form for postal voting. Proxy forms are provided on request and are also available on the Company's website, ir.wearemoba.com/bolagstamma. If the proxy has been issued by a legal person, a copy of the registration certificate must be attached or, if such document does not exist, the corresponding document shall be attached to the postal voting form.

Shareholders may not provide the postal vote with specific instructions or conditions. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

DRAFT AGENDA

1. Election of the Chairman of the Extraordinary General Meeting.
2. Preparation and approval of voting list.
3. Election of one person to approve the minutes.
4. Approval of the Board of Directors’ proposed agenda.
5. Determination of whether the General Meeting has been duly convened.
6. Resolution regarding share split and related amendments to the Articles of Association.
7. Resolution regarding amended financial year and amendment of the Articles of Association.
8. Resolution to amend the Articles of Association.
9. Closing of the Extraordinary General Meeting.

THE BOARD OF DIRECTORS' PROPOSAL FOR A RESOLUTION

Paragraph 1. Election of the Chairman of the Extraordinary General Meeting

The Board of Directors’ proposes that Fredrik Burvall be elected Chairman of the Extraordinary General Meeting and in case of impediment to him, the person whom the Board of Directors designates.
 

Paragraph 2. Preparation and approval of voting list

The voting list proposed to be approved in paragraph 2 is the voting list drawn up by the Company based on the General Meeting share register and received postal votes that have been verified and approved by the adjuster.

Paragraph 3. Election of one person to approve the minutes

The Board of Directors’ proposes that one person to approve the minutes be elected and to elect Maria A. Grimaldi to approve the minutes of the Extraordinary General Meeting together with the Chairman and in case of impediment to her, the person whom the Board of Directors’ designates. The assignment of the person approving the minutes also includes controlling the voting list and that the postal votes received are correctly reproduced in the minutes of the Extraordinary General Meeting.

Paragraph 6. Resolution regarding share split and related amendments to the Articles of Association

In order to obtain a suitable number of shares for the Company, the Board of Directors proposes that the Extraordinary General Meeting resolves that:

a) the number of shares in the Company is increased by dividing each share into ten (10) shares (so-called split), increasing the number of shares in the Company to 22,385,820, each share with a quota value of approximately SEK 0.1,

b) § 5 of the Articles of Association on the number of shares is amended from “The number of shares shall be not less than 1,250,000 shares and not more than 5,000,000 shares” to “The number of shares shall be not less than 12,500,000 shares and not more than 50,000,000 shares”.

c) authorize the Board of Directors to decide on the record date for the split and to take the other measures required to carry out the split; and

d) the Board of Directors, or whom the Board of Directors’ designates, shall have the right to make any adjustments in the resolution required for registration with the Swedish Companies Registration Office or for Euroclear Sweden AB's handling.

The reasons for the proposals are that the Board of Directors wishes to increase the liquidity of the Company's shares, as a larger number of shares and a lower price of the share facilitate the sale of the Company's shares.The resolution proposed by the Board of Directors in accordance with paragraph 6 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Extraordinary General Meeting.

Paragraph 7. Resolution regarding amended financial year and amendment of the Articles of Association.

The Board of Directors proposes that the Extraordinary General Meeting resolves to change the Company's financial year to encompass calendar year (1 January – 31 December) and as a consequence also resolves to change § 11 of the Articles of Association as set out below.

The wording of § 11 be amended from “The Company’s financial year shall be 1 October – 30 September” to “The Company’s financial year shall be 1 January – 31 December”.

If the Extraordinary General Meeting resolves to amend the Company's financial year in accordance with the Board's proposal, this means that the Company will receive an extended financial year for the period 1 October 2020 – 31 December 2021 (15 months) and that the next Annual General Meeting will be held during the first half of 2022.

The Board of Directors, or whom the Board of Directors’ designates, shall be entitled to make any minor adjustments to the decision that may prove necessary in connection with registration thereof.The resolution proposed by the Board of Directors in accordance with paragraph 7 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Extraordinary General Meeting.

Paragraph 8. Resolution to amend the Articles of Association

Due to previously implemented legislative changes and for editorial reasons, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend §1 and §10 in the Articles of Association, as below.

The wording of § 1 is amended from:

"§ 1 Company

The company's name is M.O.B.A. Network AB (publ)

The company is public"

to:

"§1 Company name

The company name is M.O.B.A. Network AB. The company is public (publ)."

The wording of §10 is amended from:

"§ 10

The company's shares must be registered in a central security depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479)”

to:
 

"§ 10 Central security depository provision

The company's shares must be registered in a central security depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479)”

The Board of Directors, or whom the Board of Directors’ designates, shall be entitled to make any minor adjustments to the decision that may prove necessary in connection with registration thereof.The resolution proposed by the Board of Directors in accordance with paragraph 8 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Extraordinary General Meeting.

SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7. Section 32 and 57 of  the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda. Requests for such information must be submitted in writing to  M.O.B.A. Network AB (publ),  Box 5298, SE-102 46 Stockholm or by e-mail  to  info@wearemoba.com no later than ten days before the Extraordinary General Meeting. The information is provided by being made available at the Company's address  as set  out below and on  ir.wearemoba.com/bolagstamma no later than five days before the Extraordinary General Meeting. The information is also sent within the same period to the shareholder who has requested it and provided his or her address.

Documents

Complete proposals for resolutions and other documents prior to the General Meeting will be available at the Company's office at Birger Jarlsgatan 18A, 5tr, 114 34 Stockholm and on the Company's website, ir.wearemoba.com/bolagstamma, no later than three weeks before the Meeting, and will be sent to shareholders who so request and state their e-mail or postal address.  

Stockholm 2021-06-29

Björn Mannerqvist, VD

Mail: info@wearemoba.com

Web: https://wearemoba.com

Certified Adviser

FNCA Sweden AB | +46(0)8-528 00 399| info@fnca.se

M.O.B.A Network AB runs several global online communities for gaming - and esportfans.

The Company's community brands includes the worlds largest League of Legends strategy community, MOBAFire.com, Counterstats, Leaguespy, RuneterraFire & SMITEFire.com (SMITE).