Notice of Extraordinary General Meeting in Starbreeze AB (publ)

STOCKHOLM, SWEDEN (21 August 2018) - The shareholders in Starbreeze AB (publ), reg.no. 556551-8932, (the “Company”) are hereby convened to the Extraordinary General Meeting on Friday 14 September 2018, at 16.00 at Synch Advokat AB, Birger Jarlsgatan 6, Stockholm.  

Notice
Shareholders who wish to participate at the Extraordinary General Meeting shall

• be registered – under the shareholders own name in the share register kept by Euroclear Sweden AB on Friday 7 September 2018, and
• notify the Company no later than Monday 10 September 2018, preferably before 16.00, to address Starbreeze AB, ”Bolagsstämma”, Box 7731, 103 95 Stockholm or by email: bolagsstamma@starbreeze.com.

Such notification shall include name, personal identification number or corporate registration number, address, telephone number and number of shares. If the shareholder intends to be represented by a representative, appropriate documentation of authorization – e.g. proxies and certificate of registration – must be presented at the Meeting. Such documentation of authorization should also be included in the notification. For those who wish to participate by proxy, the Company provides a form of proxy available on the Company’s website,www.starbreeze.com.

To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names. Shareholders who wish to realise such re-registration must advise their nominees well in advance of Friday 7 September 2018, at which time such re-registration shall be executed.

Proposed agenda

1.         Opening of the Meeting 

2.         Election of Chairman of the Meeting

3.         Preparation and approval of the voting list 

4.         Approval of the agenda  

5.         Determination as to whether the Meeting has been duly convened

6.         Election of one or two persons to verify the minutes

7.         Resolution on amendment of the terms of the convertible 2016/2018

8.         Closing of the Meeting

Resolution to amend the terms of the convertible 2016/2018 (item 7)
The Board of Starbreeze AB (publ), reg.no. 556551-8932, proposes that the Extraordinary General Meeting on 14 September 2018 resolves to amend the terms for the convertible 2016/2018 in Starbreeze AB (publ) whereby the main amendments regards amendment of the convertibles maturity date until 31 August 2019, with quarterly repayments of the outstanding loan amount so that the convertibles are fully repaid on 31 August 2019. During the extension the Company will no longer be entitled to request conversion of the convertibles into shares, otherwise all terms remain mainly unchanged. The amendments of the terms of the convertibles are agreed with the holder of all issued convertibles. 

The Meeting is proposed to authorize the Board, or any other person appointed by the Board, to make such minor adjustments to the conditions set forth above which may be necessary to be able to register the resolution with the Swedish Companies Registration Office.

Number of shares and votes
At the time of the issue of the notice there are a total of 325 295 554 shares in the Company, whereof 54 496 674 shares of class A and 270 798 880 shares of class B, and in total 815 765 620 votes. 

Majority Requirements
For a valid decision by the Meeting according to the Board’s proposal in accordance with item 7 above require that the resolution is supported by shareholders representing at least two thirds (2/3) of the at the Meeting present votes as well as the present shares.

Right to information 
Shareholders present at the Meeting have the right to request information regarding matters on the agenda or the Company’s financial situation in accordance with Chapter 7 clause 32 of the Swedish Companies Act (2005:551).

Documents
Documents in accordance with the Swedish Companies Act, including the Boards complete proposal, as well as a proxy form will no later than on Thursday 23 August 2018 be available on the Company’s website, www.starbreeze.com and on the Company’s office at Regeringsgatan 38, Stockholm. The documents will further be sent free of charge to shareholders who requests it and who states its address.

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For more information, please contact: 
Ann Charlotte Svensson, Head of Investor Relations and Corporate Communications
Tel: +46(0)8-202 509, email: ir@starbreeze.com

This information is such thatStarbreeze AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8.30 CET on 21 August 2018.  

About Starbreeze

Starbreeze is a global game company whose vision is to be a leading provider in the entertainment industry by creating world-class experiences. Starbreeze was founded in 1998 and has since evolved into a well-established developer and publisher of PC and console games and VR products aimed at the global market. With studios in Stockholm, Paris, Los Angeles, San Francisco, Barcelona, Brussels, Bangalore and Dehradun, Starbreeze develops high-quality entertainment products based on proprietary and third-party rights, both in-house and in partnership with external game developers. Operations are organized in three business areas: Starbreeze Games, Publishing and VR Tech & Operations. Starbreeze shares are listed on Nasdaq Stockholm under the tickers STAR A and STAR B with the ISIN-codes SE0007158928 (A share) and SE0005992831 (B share). For more information, please visit starbreeze.com