NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN SCOUT GAMING GROUP AB (PUBL)

The shareholders of Scout Gaming Group AB (publ), reg.no. 559119-1316 (the ”Company”), are hereby given notice to attend the Annual General Meeting on Tuesday 25 May 2021. In order to counteract the spreading of the corona virus, the board of directors of the Company has decided, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), that the annual general meeting shall be held without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by postal voting.

Right to attend and notice of attendance

Shareholders wishing to exercise their voting rights at the general meeting shall:

• both be registered in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) as of the record date on Monday 17, May 2021, and
• have given notice of attendance at the general meeting by having cast a postal vote in accordance with the instructions set out under the heading Postal voting below, in such time that the postal vote is received by the Company no later than on Monday, 24 May 2021.

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. Such voting registration, which is temporary, must be duly effected no later than Wednesday, 19 May 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, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, that the general meeting shall be held without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by postal voting. Postal voting form will be available on the Company’s website www.scoutgaminggroup.com and at the Company’s office during a period of at least three weeks immediately prior to the annual general meeting.

To exercise its voting rights by postal voting, a shareholder must no later than Monday, 24 May 2021 have cast its postal vote in accordance with one of the following alternatives:

• Voting by e-mail: Postal voting can be made completing and sign the form for postal voting provided by the Company, and submit the form by e-mail to the following e-mail address: billy.degerfeldt@scoutgaminggroup.com.

• Voting by ordinary post: Postal voting can be made by completing and sign the form for postal voting provided by the Company, and submit the form by regular postal mail to the following address: Scout Gaming Group AB (publ), Att: Årsstämma, Royal Park Serviced Office Frösundaviks allé 15, SE-169 03 Solna, Sweden.

If a shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Such power of attorney must be in writing, dated and signed and may not have been issued more than one year prior to the day of the general meeting, unless a longer period of validity has been stated in the power of attorney (however a maximum of five years). If the power of attorney is issued by a legal entity, a copy of the entity’s certificate of registration or, should no such document exist, a corresponding document of authority must be attached to the postal voting form. Postal voting form will be available on the Company’s website www.scoutgamingroup.com and at the Company’s office during a period of at least three weeks immediately prior to the annual general meeting.

Shareholders may not set any specific instructions or conditions to its postal vote. In such case, the postal vote will be deemed invalid (in its entirety). Only one postal voting form per shareholder will be considered. If more than one form is submitted, only the most recently dated form will be considered. If two forms are dated as of the same date, only the form most recently received by the company will be considered.

Postal votes may be withdrawn up to and including Monday, 24 May 2021 by sending an e-mail to billy.degerfeldt@scoutgaminggroup.com.

A resolution on an item will be deferred to a continued general meeting if the general meeting resolves in favor for it, or if shareholders representing at least one-tenth of all shares in the Company make such request. If this takes place, the board of directors shall resolve upon a date and time for such continued general meeting, and such meeting may not be held solely by postal voting.

Further instructions and conditions for postal voting are included in the postal voting form.

For further information concerning how your personal data is processed in the postal voting form, please refer to https://www.scoutgaminggroup.com/privacy-policy.

Proposed agenda

1. Opening of the general meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two people to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the proposed agenda
7. Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
8. Resolution regarding:

1. the approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
2. the allocation of the Company’s profit in accordance with the adopted balance sheet
3. discharge from liability for the members of the board of directors and the chief executive officer

9. Determination of number of Directors and number of Auditors and any Deputy Auditors or registered auditor firm
10. Resolution on fees for the Board of Directors and the Auditor
11. Election of Directors, Chairman of the Board and Auditors and any Deputy Auditor or registered auditor firm
12. Resolution to amend the Articles of Association
13. Resolution regarding authorization for the board of directors to resolve on new issue of shares
14. Resolution regarding the Board of Directors’ proposal regarding long-term incentive program 2021
15. Resolution regarding the shareholder´s proposal regarding board program 2021
16. Closing the meeting

Resolution proposed by major shareholders

Major shareholders in the Company have informed that they intend to propose the Annual General Meeting to resolve in accordance with the below in relation to items 2 and 9–11 of the above proposed agenda:

Item 2. Election of a chairman of the meeting

The Major Shareholders proposes that the lawyer Andreas Wirén from Advokatfirman Delphi is elected as chairman of the annual general meeting.

Item 9. Approval of the number of board members and auditors to be elected by the meeting

It is proposed that the board of directors shall be composed of five (5) ordinary board members without deputies for the period until the end of the next annual general meeting.

Furthermore, it is proposed that the Auditor shall be a registered auditor firm without deputies.

Item 10. Resolution on fees for the Board of Directors and the Auditor

The proposed fees to the Board of Directors for the next term shall be distributed to each Director

who is not employed by the Company with SEK 150,000and SEK 300,000shall be distributed to the Chairman of the Board of Directors, which equals a total remuneration of SEK 900,000.

Audit fees will be paid according to approved invoice.

Item 11. Election of Directors, Chairman of the Board and Auditors and any Deputy Auditor or registered auditor firm

Major Shareholders propose re-election of the following board members until the end of

the next Annual General Meeting: Carla Maree Vella, Hans Izos and Anders Enochsson. Furthermore, Fredrik Rueden and Jonathan Pettemerides are proposed as new board members. Jörgen Ragnarsson and Atle Sundal have declined re-election,

Anders Enochsson is proposed to be re-elected as Chairman of the Board of Directors.

Descriptions of the proposed board members can be found on the Company’s website.

It is further proposed a re-election of the registered public accounting firm PricewaterhouseCoopers AB as auditor of the Company for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that, should PricewaterhouseCoopers AB be re-elected as the auditor, Niklas Renström will continue as auditor-in-charge.

Resolutions proposed by the board of directors

Item 3. Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by the Company, based on the register of shareholders for the general meeting and postal votes received. The voting list will also be verified by the person(s) approving the minutes of the meeting.

Item 4. Election of one or two people to verify the minutes

The board of directors proposes that one person is appointed and that Billy Degerfeldt, or if he is prevented from participating, the person(s) appointed by the board of directors, is appointed to approve the minutes of the meeting. The task of approving the minutes of the general meeting also includes verifying the voting list and that the postal votes received are correctly presented in the minutes of the general meeting.

Item 8 b). Resolution regarding allocation of the Company’s profit according to the adopted balance sheet  

The board of directors proposes that no dividends are distributed for the financial year 2020 and that the funds available shall be carried forward to new account.

Item 12. Resolution to amend the Articles of association

The Board of Directors proposes that Company's Articles of Association be amended through the following amendment of § 3:

The Annual General Meeting is further proposed to authorize the Board of Directors, the CEO or a

person appointed by the Board of Directors to make such minor amendments in the resolution

proven necessary for registration at the Swedish Companies Registration Office.

A resolution by the Annual General Meeting in accordance with the Board of Director’s proposal

requires approval of votes cast and shares represented at the Annual General Meeting representing

not less than two-thirds (2/3).

Item 13. Resolution regarding authorization for the board of directors to resolve on new issue of shares

The board of directors proposes that the Annual General Meeting resolves to authorize the Board of

Directors, at one or several occasions until the next Annual General Meeting, with or without

deviating from the shareholder’s preferential rights, to decide upon issuance of new shares not

exceeding 40 percent of the total number of shares in the Company at the time for the Annual

General Meeting, constituting a total dilution of approximately 29 percent for existing shareholders if the authorization is fully utilized. Payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. Deviation from the shareholder’s preferential rights shall be possible in order to increase the Company’s financial position, conduct corporate acquisitions or acquisitions of business assets and for the Company’s business as well as the adjustment of the Company’s capital and/or ownership structure.

Upon such deviation from the shareholder’s preferential rights, the new issue shall be made at market terms and conditions, with reservations for, where appropriate, issue discounts which are in line with market conditions.

The Annual General Meeting is further proposed to authorize the Board of Directors, the CEO or a

person appointed by the Board of Directors to make such minor amendments in the resolution

proven necessary for registration at the Swedish Companies Registration Office (Sw. Bolagsverket).

A resolution by the Annual General Meeting in accordance with the Major Shareholder’s proposal

requires approval of votes cast and shares represented at the Annual General Meeting representing

not less than two-thirds (2/3).

Item 14. Resolution regarding the Board of Directors’ proposal regarding long-term incentive program 2021

The Board of Directors of the Company proposes that the Annual General Meeting pass a resolution on the implementation of a long-term incentive program 2021 (”LTIP 2021”) in accordance with the following.

Issue of warrants, series 2021-2024 A

The Board of Directors of the Company proposes that the General Meeting resolve to carry out a private placement in respect of not more than 416,000 warrants of series 2021-2024 A, entailing an increase in the share capital of not more than SEK 21,894.74 if the private placement is fully taken up.

Issue of warrants, series 2021-2024 B

The Board of Directors of the Company proposes that the General Meeting resolve to carry out a private placement in respect of not more than 208,000 warrants of series 2021-2024 B, entailing an increase in the share capital of not more than SEK 10,947.37 if the private placement is fully taken up.

The resolutions regarding issue of warrants, series 2021-2024 A and series 2021-2024 B shall otherwise be governed by the following terms and conditions

The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to employees and consultants in the group in accordance with below. No oversubscription is allowed.

The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive programme through which employees and consultants in the group shall be able to become long-term owners and participate in and work for a positive growth of value of the Company’s share for the period that the programme covers, and to ensure that the group can keep and recruit qualified and motivated personnel.

The warrants shall be issued at no consideration. Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period. Each warrant entitles the holder to subscribe for one new share in the Company. The warrants may be exercised for subscription of new shares during the following periods:

Commencing on 15 June 2024, up to and including 15 July 2024 for series 2021-2024 A. Commencing on 1 November 2024, up to and including 30 November 2024 for series 2021-2024 B.

The subscription price per share shall be calculated in accordance with the following;

For warrants of series 2021-2024 A, the subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 26 May 2021, up to and including 8 June 2021. 

For warrants of series 2021-2024 B, the subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 17 September 2021, up to and including 30 September 2021.

Any share premium shall be transferred to the unrestricted premium reserve. The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.  

Other terms and conditions according to the complete terms and conditions for series 2021-2024 A and series 2021-2024 B, respectively.

Approval of transfer of warrants, series 2021-2024 A

The Board of Directors proposes that the General Meeting approves the Company’s transfer of warrants series 2021-2024 A in accordance with the following;

The right to acquire warrants from the Company shall vest in four categories of participants (the” Participants”) in accordance with the table below. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other Participants pro rata between the categories, based on each category’s maximum number of warrants per Participant in relation to the total number of warrants. However, such allotment may at most result in that the maximum number of warrants per person within a certain category is exceeded by fifty (50) percent.

The warrants shall be transferred on market terms at a price (premium) based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model.

The value of the warrants has preliminary been calculated to SEK 6.02 per warrant based on a share price of SEK 45, a subscription price per share of SEK 54, a term of 3.1 years, a risk-free interest rate of -0.27 percent and a volatility of 45 percent. The calculated value takes the maximum value into consideration.

The preliminary calculation above assumes that no dividends are paid to shareholders during the warrant’s term. Such dividends are fully compensated for by recalculation in accordance with the complete terms and conditions for series 2021-2024 A.

The final valuation of the warrants takes place in connection with the Participant’s acquisition of the warrants and will be based on market conditions at that time.

The Participant’s maximum gross profit per warrant shall be limited to two (2) times the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 26 May 2021, up to and including 8 June 2021, whereby the subscription price per share subscribed for based on the warrants may be increased SEK by SEK in order to achieve such limitation. The final gross profit of the warrants (that shall be included in the formula for recalculation of the subscription price) shall be based on the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the ten trading days that fall directly before 15 June 2024.

Allotment requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. In addition, allotment to each Participant presupposes that the Participant enters into an agreement regarding, among other things, right of first refusal with the Company.

Application for acquisition of warrants shall take place as soon as possible after 8 June 2021. The Board of Directors is authorized to extend the application period.

Payment for acquired warrants shall be made within 5 days after application for acquisition. The Board of Directors is authorized to extend the payment period.

The Company reserves the right to repurchase warrants if the Participant’s employment with the group is terminated or if the Participant in turn wishes to transfer warrants. In addition, the Company reserves the right to repurchase warrants during a certain period of time at the end of the term of the warrants. The warrants shall otherwise be governed by market terms.

Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office.

Approval of transfer of warrants, series 2021-2024 B

The Board of Directors proposes that the General Meeting approves the Company’s transfer of warrants series 2021-2024 B in accordance with the following.

The right to acquire warrants from the Company shall vest in one category of participants (the” Participants”) in accordance with the table below.

Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other Participants in the category pro rata in relation to the number of warrants that each Participant has applied for. However, such allotment may at most result in that the maximum number of warrants per person within the category is exceeded by fifty (50) percent.

The warrants shall be transferred on market terms at a price (premium) based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model.

The final valuation of the warrants takes place in connection with the Participant’s acquisition of the warrants and will be based on market conditions at that time.

The Participant’s maximum gross profit per warrant shall be limited to two (2) times the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 17 September 2021, up to and including 30 September 2021, whereby the subscription price per share subscribed for based on the warrants may be increased SEK by SEK in order to achieve such limitation. The final gross profit of the warrants (that shall be included in the formula for recalculation of the subscription price) shall be based on the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the ten trading days that fall directly before 1 November 2024.

Allotment requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. In addition, allotment to each Participant presupposes that the Participant enters into an agreement regarding, among other things, right of first refusal with the Company.

Application for acquisition of warrants shall take place as soon as possible after 30 September 2021. The Board of Directors is authorized to extend the application period.

Payment for acquired warrants shall be made within 5 days after application for acquisition. The Board of Directors is authorized to extend the payment period.

The Company reserves the right to repurchase warrants if the Participant’s employment with the group is terminated or if the Participant in turn wishes to transfer warrants. In addition, the Company reserves the right to repurchase warrants during a certain period of time at the end of the term of the warrants. The warrants shall otherwise be governed by market terms.

Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office.

Other matters in relation to the LTIP 2021

Costs for the Company and effects on key figures etc.

The Company’s earnings per share will not be affected by the issue, since the warrants’ strike price exceeds the current market value of the shares at the time of the issue. The Company’s future earnings per share may be affected by the potential dilutive effect of the warrants in the event the Company reports a positive result and the strike price is lower than the market value. The warrants will be transferred at market value, which means that no taxable benefit value will arise and thus no social fees for the Company in respect of Participants in Sweden. For Participants who are taxed in countries other than Sweden, costs relating to social security contributions will arise in connection with the exercise of the warrants. The cost is calculated to amount to a maximum of SEK 1,3 million assuming that the maximum gross profit for the warrants is achieved in accordance with what is stated above for series 2021-2024 A and 2021-2024 B, respectively. In addition, the warrant programme will give rise to certain limited costs in the form of external consulting fees and administration of the warrant programme.

Dilution of existing shares and votes

Based on the number of shares and votes outstanding in the Company, the LTIP 2021 implies, upon exercise of all 624,000 warrants, a full dilution corresponding to approximately 2.95 percent of the total number of shares and votes outstanding in the Company. If all outstanding and proposed incentive programs in the Company are included in the calculation, the maximum dilution amounts to approximately 4.67 percent, however, subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may occur as a result of certain issues etc.

Calculation of the market value

The independent valuation institute, PricewaterhouseCoopers, makes a calculation of the value of the warrants applying the Black & Scholes valuation model.

Other share-related incentive programs 

The Company’s share-related incentive programs are described in the Company’s annual report for the financial year 2020.

Authorizations for the Board of Directors

The General Meeting authorizes the Board of Directors to execute the resolution under items 2 and 3 above. In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make minor adjustments to the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.

The background and rationale for the proposal

The Board of Directors wishes to implement an incentive programme through which employees and consultants in the group shall be able to become long-term owners and participate in and work for a positive growth of value of the Company’s share for the period that the programme covers, and to ensure that the group can keep and recruit qualified and motivated personnel.

Preparation of the proposal

The basis for the LTIP 2021 has been prepared by the Board of Directors of the Company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a Participant of the program has participated in the preparations of the program’s terms.

Majority requirements

The resolution by the General Meeting regarding the implementation of the LTIP 2021 in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the General Meeting approve the resolution.

Item 15. Resolution regarding the shareholder´s proposal regarding board program 2021

The shareholders Topline Capital Partners LP, Novobis AB, Knutsson Holdings AB and Atle Sundal Holding AS (below the “Shareholders”) proposes that the General Meeting pass a resolution on the implementation of a board program 2021 (the ”Board Program 2021”) in accordance with the following.

Issue of warrants, series 2021-2024 C

The Shareholders proposes that the General Meeting resolve to carry out a private placement in respect of not more than 75 000 warrants of series 2021-2024 C, entailing an increase in the share capital of not more than SEK 3 947.37 if the private placement is fully taken up.

The resolution regarding issue of warrants, series 2021-2024 C, shall otherwise be governed by the following terms and conditions

The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to members of the Board of Directors of the Company in accordance with below.  No oversubscription is allowed.

The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive programme in order to contribute to the Company’s long-term value creation and to create a shared interest between the Company’s Board of Directors and its shareholders.  

The warrants shall be issued at no consideration. Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.  Each warrant entitles the holder to subscribe for one new share in the Company. The warrants may be exercised for subscription of new shares during the period commencing on 15 June 2024, up to and including 15 July 2024.

The subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 26 May 2021, up to and including 8 June 2021.

Any share premium shall be transferred to the unrestricted premium reserve. The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.

Other terms and conditions according to the complete terms and conditions for series 2021-2024 C.

Approval of transfer of warrants, series 2021-2024 C

The Shareholders proposes that the General Meeting approves the Company’s transfer of warrants series 2021-2024 C in accordance with the following.

The right to acquire warrants from the Company shall vest members of the Board of Directors of the Company (the” Participants”) in accordance with the table below. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other Participants in the category pro rata in relation to the number of warrants that each Participant has applied for. However, such allotment may at most result in that the maximum number of warrants per person within the category is exceeded by fifty (50) percent.

The warrants shall be transferred on market terms at a price (premium) based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model.

The value of the warrants has preliminary been calculated to SEK 6.02 per warrant based on a share price of SEK 45, a subscription price per share of SEK 54, a term of 3.1 years, a riskfree interest rate of -0.27 percent and a volatility of 45 percent. The value takes the maximum value into consideration.

The preliminary calculation above assumes that no dividends are paid to shareholders during the warrant’s term. Such dividends are fully compensated for by recalculation in accordance with the complete terms and conditions for series 2021-2024 C.

The final valuation of the warrants takes place in connection with the Participant’s acquisition of the warrants and will be based on market conditions at that time.

The Participant’s maximum gross profit per warrant shall be limited to two (2) times the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the trading days that fall during the period commencing on 26 May 2021, up to and including 8 June 2021, whereby the subscription price per share subscribed for based on the warrants may be increased SEK by SEK in order to achieve such limitation. The final gross profit of the warrants (that shall be included in the formula for recalculation of the subscription price) shall be based on the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the ten trading days that fall directly before 15 June 2024.  

Allotment requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. In addition, allotment to each Participant presupposes that the Participant enters into an agreement regarding, among other things, right of first refusal with the Company.

Application for acquisition of warrants shall take place as soon as possible after 8 June 2021. The Board of Directors is authorized to extend the application period.

Payment for acquired warrants shall be made within 5 days after application for acquisition. The Board of Directors is authorized to extend the payment period.

The Company reserves the right to repurchase warrants if the Participant’s service contract with the Company is terminated or if the Participant in turn wishes to transfer warrants. In addition, the Company reserves the right to repurchase warrants during a certain period of time at the end of the term of the warrants. The warrants shall otherwise be governed by market terms.

Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office.

Other matters in relation to the Board Program 2021

Costs for the Company and effects on key figures etc

The Company’s earnings per share will not be affected by the issue, since the warrants’ strike price exceeds the current market value of the shares at the time of the issue. The Company’s future earnings per share may be affected by the potential dilutive effect of the warrants in the event the Company reports a positive result and the strike price is lower than the market value. The warrants will be transferred at market value, which means that no taxable benefit value will arise and thus no social fees for the Company. For Participants who are taxed in countries other than Sweden, costs relating to social security contributions will arise in connection with the exercise of the warrants. The cost is calculated to amount to a maximum of SEK 0,1 million assuming that the maximum gross profit for the warrants is achieved in accordance with in accordance with what is stated above for series 2021-2024 C. The warrant programme will give rise to certain, limited costs in the form of external consulting fees and administration of the warrant programme.

Dilution of existing shares and votes

Based on the number of shares and votes outstanding in the Company, the Board Program 2021 implies, upon exercise of all 75,000 warrants, a full dilution corresponding to approximately 0.36 percent of the total number of shares and votes outstanding in the Company. If all outstanding and proposed incentive programs in the Company are included in the calculation, the maximum dilution amounts to approximately 4.67 percent, however, subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may occur as a result of certain issues etc.

Calculation of the market value

The independent valuation institute, PricewaterhouseCoopers, makes a calculation of the value of the warrants applying the Black & Scholes valuation model.

Other share-related incentive programs 

The Company’s share-related incentive programs are described in the Company’s annual report for the financial year 2020.

Authorizations for the Board of Directors

The General Meeting authorizes the Board of Directors to execute the resolution under item 2 above. In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make minor adjustments to the resolution above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.

The background and rationale for the proposal

The shareholder Joel Lindeman wishes to implement an incentive programme in order to contribute to the Company’s long-term value creation and to create a shared interest between the Company’s Board of Directors and its shareholders.

Preparation of the proposal

The basis for the Board Program 2021 has been prepared by the Shareholders. The work has been supported by external advisors and after consultation with the Board of Directors. The shareholder Joel Lindeman has thereafter submitted a request to the Board of Directors to present this proposal for the General Meeting. The Board of Directors has not had any controlling influence over the final preparation of the terms.

Majority requirements

The resolution by the General Meeting regarding the implementation of the Board Program 2021 in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the General Meeting approve the resolution.

Shareholders right to demand information

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. Such duty to provide information also comprises the Company’s relation to another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence. Since the general meeting will be conducted without the physical presence of shareholders, proxies or assistants, a shareholder shall request such information in writing by regular postal mail to Scout Gaming Group AB (publ), Att: Årsstämma, Royal Park Serviced Office Frösundaviks allé 15, SE-169 03 Solna, Sweden or by e-mail to billy.degerfeldt@scoutgamingroup.com. Such request for information shall be made available for the Company no later than ten (10) days prior to the meeting. If so requested and the board of directors deems that the information can be made available without significant harm to the Company, the information will be made available at the Company’s offices and the Company’s website www.scoutgaminggroup.com no later than five (5). The information will also be sent by regular postal mail or by e-mail to the shareholders who requested the information and to other shareholders who so requests and who provides their address or e-mail address.

Other

The annual report and the auditor’s report will be made available at latest three weeks prior to the general meeting and the board of directors’ and major shareholders’ complete proposals will be made at latest two weeks prior to the general meeting. The documentation will also be made available on the Company's website www.scoutgaminggroup.com and at the Company’s office with the address Frösundaviks allé 15 in Solna, Sweden. The documentation will also be sent free of charge to the shareholders who so request and who provide their postal address. In addition, the nomination committee's complete proposals for resolutions and reasoned statement and other documents for the Annual General Meeting are available on the Company's website.

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

______________________________

Stockholm, April 2021

Scout Gaming Group AB (publ)
The board of directors

For additional information, please contact:
Billy Degerfeldt, CFO & Investor Relations
Tel: +46 758 16 68
E-mail: billy.degerfeldt@scoutgaminggroup.com.

About Scout Gaming Group
Scout Gaming Group is a licensed and regulated provider of B2B Daily Fantasy Sports. The company offers a flexible and customizable network based Fantasy Sports solution with support for most sports and leagues. The Group is headquartered in Stockholm, Sweden with development and operations in Bergen, Norway and Lviv, Ukraine. Sales, support and product management is handled from the office in Malta. Scout Gaming is listed on Nasdaq First North Growth Market and the Certified Adviser is Redeye AB. Contact details: Certifiedadviser@redeye.se, +46 (0)8 121 576 90.