REPORT FROM THE ANNUAL GENERAL MEETING OF SCOUT GAMING GROUP
At the annual general meeting (the “AGM”) of Scout Gaming Group AB (publ), reg. no 559119-1316, (the “Company”), on 25 May 2021 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, which have previously been published and are available on the Company’s website, www.scoutgaminggroup.com.
Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability
The AGM resolved to allocate the disposable earnings in accordance with the board’s proposal. The year’s earnings according to the adopted balance sheet shall be carried forward and no dividend shall be paid for the financial year 2020. The annual general meeting also discharged all the board members and the CEO from liability for the financial year 2020.
Election of board members and auditor and remuneration to the board and auditor
The AGM resolved that the board for the time until the end of the next annual general meeting shall consist of five (5) ordinary members: Anders Enochsson (chairman of the board), Carla Maree Vella, Hans Isoz, Fredrik Rueden and Jonathan Pettemerides.
The AGM resolved to re-elect the registered audit firm PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that Nicklas Renström will remain as auditor in charge.
It was resolved to distribute a fee to the board for the upcoming period of total SEK 900,000, whereof SEK 300,000 to the chairman of the board and SEK 150,000 per board member who is not an employee of the Company. The audit fee shall be paid according to approved invoice.
Resolution regarding amendment of the articles of association
The AGM resolved to adopt a new article of association with an adjusted wording in regard to the business description of the Company.
Resolution regarding authorization for the board of directors to decide on new share issues
The AGM resolved to authorize the board of directors, 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 a maximum of 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.
Resolution regarding long-term incentive program 2021 and board program 2021
The AGM resolved on implementation of long-term incentive program 2021 by way of directed issues of a maximum of 416,000 warrants of series 2021-2024 A and a maximum of 208,000 warrants of series 2021-2024 B in accordance with the board’s proposal and on implementation of board program 2021 way of directed issues of a maximum of 75,000 warrants of series 2021-2024 C in accordance with the shareholders’ proposal. The Company shall sub-scribe for all of the warrants and shall thereafter transfer the warrants to employees and consultants in regard to the long-term incentive program 2021 and to board members in regard to the board program 2021.
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.
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 for series 2021-2024 A and series 2021-2024 C and for the period commencing on 1 November 2024, up to and including 30 November 2024 for series 2021-2024 B.
For warrants of series 2021-2024 A and series 2021-2024 C, 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.
For further information, please contact:
Anders Ternström, CEO
Phone: +46 706 770 660
E-mail: Andreas.ternstrom@scoutgaminggroup.com
Billy Degerfeldt, CFO and Investor Relations
Phone: +46 707 581 668
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.
This information is such information that Scout Gaming Group AB (publ) is required to disclose in accordance with Nasdaq First North Growth Market’s rules for issuers. The information was provided through the above mentioned contact persons for publication 25 May 2021 at 12.00 CEST.