STOCKHOLM, Aug. 18, 2021 /PRNewswire/ -- The shareholders of
Embracer Group AB, reg. no. 556582-6558, (the "Company") are
hereby invited to the annual general meeting on Thursday
16 September 2021 at 15.00 CET at
Karlstad CCC Tage Erlandergatan 8 in Karlstad.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the
annual general meeting shall be swift and effective to minimize
spread of disease. Shareholders should carefully consider the
possibility to vote in advance, please see below, as well as the
possibility of participating by way of proxy. Shareholders who
display symptoms of infection (dry cough, fever, respiratory
distress, sore throat, headache, muscle and joint ache), have been
in contact with people displaying symptoms, have visited a risk
area, or belong to a risk group, are in particular encouraged to
utilize such possibility. The board of directors of the
Company has resolved on the following measures to minimize the risk
of the spread of the coronavirus at the general meeting:
- Possibility to vote in advance and participate via video
conference
- Registration for the general meeting will commence at
14.30.
- Only a few external guests will be invited, a maximum of 50
persons.
The Company follows the development and the recommendations of
the authorities and will, if necessary, update the information
about the annual general meeting on the Company's website,
www.embracer.com.
Right to attend and notification
Shareholders who wish to attend the annual general meeting
must:
i. on the record date, which is Wednesday
8 September 2021, be registered in
the share register maintained by Euroclear Sweden AB; and
ii. notify the company of their participation and
any assistants (no more than two) in the annual general meeting no
later than Friday 10 September 2021.
The notification shall be in writing to Embracer Group AB, Attn:
Ian Gulam, Älvgatan 1, 652 25
Karlstad, Sweden (kindly mark the
envelope "Embracer annual general meeting 2021"), or via e-mail:
ian.gulam@embracer.com. The notification should state the name,
personal/corporate identity number, shareholding, share classes
address and telephone number and, when applicable, information
about representatives, counsels and assistants. When applicable,
complete authorization documents, such as registration certificates
and powers of attorney for representatives and assistants, should
be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank
or other nominee, must temporarily register their shares in their
own name with Euroclear Sweden AB in order to be entitled to
participate in the general meeting. Such registration, which
normally is processed in a few days, must be completed no later
than on Wednesday 8 September 2021
and should therefore be requested from the nominee well before this
date. Voting registration requested by a shareholder in such time
that the registration has been made by the relevant nominee no
later than on Friday 10 September
2021 will be considered in preparations of the share
register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed
power of attorney for the proxy. If the proxy is issued by a legal
entity, attested copies of the certificate of registration or
equivalent authorization documents, evidencing the authority to
issue the proxy, shall be enclosed. The proxy must not be more than
one year old, however, the proxy may be older if it is stated that
it is valid for a longer term, maximum five years. A copy of the
proxy in original and, where applicable, the registration
certificate, should in order to facilitate the entrance to the
general meeting, be submitted to the Company by mail at the address
set forth above and at the Company's disposal no later than on
10 September 2021. The proxy in
original and, when applicable, the certificate of registration must
be presented at the general meeting. Certificate of proxies are
also accepted. A proxy form will be available on the Company's
website, www.embracer.com, and will also be sent to shareholders
who so request and inform the Company of their postal address.
Advance voting
The shareholders may exercise their voting rights at the general
meeting by voting in advance, so called postal voting in accordance
with section 3 of the Act (2020:198) on temporary exceptions to
facilitate the execution of general meetings in companies and other
associations. The Company encourages the shareholders to use this
opportunity in order to minimize the number of participants
attending the general meeting in person and thus reduce the spread
of the infection.
A special form shall be used for advance voting. The form is
available on www.embracer.com. A shareholder who is exercising its
voting right through advance voting do not need to notify the
Company of its attendance to the general meeting. The advance
voting form is considered as the notification of attendance to the
general meeting.
The completed voting form must be at the Company's disposal no
later than on Friday 10 September
2021. The completed and signed form shall be sent to the
address stated under "Right to attend and notification" above. A
completed form may also be submitted electronically and is to be
sent to ian.gulam@embracer.com. If the shareholder is a legal
entity, a certificate of incorporation or a corresponding document
shall be enclosed to the form. The same apply for shareholders
voting in advance by proxy. The shareholder may not provide special
instructions or conditions in the voting form. If so, the vote is
invalid.
Further instructions and conditions is included in the form for
advance voting.
Attend remotely
The shareholders might attend the general meeting either
physically, in person or by proxy, or remotely (via video
conference) and vote in advance. Those who are willing to attend
remotely and would like to utilize their voting rights
cannot do so by video conference and must instead
participate via proxy or vote in advance to utilize their voting
rights. The Company will prior to the annual general meeting
announce information about attendance at the general meeting
remotely.
For online participants, the following rules apply (which the
participant accepts by choosing to participate online). There will
be no opportunity to vote, speak, present proposals or objections
or request voting. As it is not possible to verify if any external
persons are attending the meeting online, the opportunity to
participate online requires that the meeting resolves that also
persons who are not shareholders shall have the right to attend the
meeting.
Draft agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Election of one or two persons to certify the minutes
- Question whether the general meeting has been duly
convened
- Approval of the agenda
- Presentation of the business activities in the Embracer
group
- Presentation of the annual report and the auditors' report and
the group annual report and the group auditor's report
- Resolutions
regarding:
- adoption of income statement and balance sheet and the group
income statement and the group balance sheet,
- decision regarding the profit or loss of the company in
accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the
managing director.
- Determination of the number of directors and auditors
- Determination of fees to the board of directors and to the
auditors
- Election of the board of directors and auditors
- Resolution regarding amendments of the articles of
association
- Resolution regarding share split
- Resolution regarding authorization for the board to issue
shares, convertibles and/or warrants
- Closing of the meeting
Proposed resolutions
Item 2: Election of chair of the meeting
The board of directors of the Company proposes that the chair of
the board, Kicki Wallje-Lund, is appointed as chair of the general
meeting.
Item 9.b: Resolution regarding decision regarding the profit
or loss of the Company in accordance with the adopted balance
sheet
The board of directors proposes that all funds available for the
annual general meeting shall be carried forward.
Item 10-12: Determination of the number of directors and
auditors, determination of fees to the board of directors and to
the auditors, and election of the board of directors and
auditors
It is proposed that the board of directors shall comprise of
seven directors without deputies. The number of auditors shall be
one registered audit firm.
It is further proposed that the remuneration to each director
elected by the meeting and who is not employed by the Company shall
be SEK 450,000 (SEK 250,000) and the chair of the board of
directors is to receive SEK
1,200,000) (SEK 800,000).
It is further proposed that remuneration for members of the
audit committee shall be SEK 125,000
and that remuneration to the chair of the audit committee shall be
SEK 250,000. It is also proposed that
remuneration for members of the remuneration committee shall be
SEK 75,000 and that remuneration to
the chair of the remuneration committee shall be SEK 150,000.
In total the remuneration, including remuneration for committee
work, amounts to SEK 4,000,000
(1,550,000 previous year). The reason for the increase of the
remuneration is because of the Company's increased operations,
greater workload for the board of directors with an increased
number of board meetings and that the remuneration is at a level
that secures a competitive compensation to be able to attract and
retain the right competence. Furthermore, the reason for the
increase compared to last year is the additional remuneration for
committee work.
It is further proposed some retroactive compensation to members
of the remuneration and audit committee since the committees have
been active since February 2021. For
this reason, a retroactive remuneration is proposed for the eight
months, i.e., from 1 February 2021
until the annual general meeting on 16
September 2021 as follows:
- chair of the audit committee SEK
166,000,
- members of the audit committee SEK
83,000,
- chair of the remuneration committee SEK
100,000, and
- members of the remuneration committee SEK 50,000.
The total retroactive remuneration amounts to SEK 532,000.
Remuneration to the auditor is to be paid according to approved
invoice.
It is proposed re-election of the directors David Gardner, Ulf
Hjalmarsson, Jacob Jonmyren, Matthew
Karch, Erik Stenberg, Kicki
Wallje-Lund and Lars Wingefors. Furthermore, Kicki Wallje-Lund is
proposed to be re-elected as chair of the board of directors.
Re-election of the registered audit firm Ernst & Young
Aktiebolag for the period until the end of the annual general
meeting 2022. Ernst & Young Aktiebolag has announced its
appointment of Johan Eklund as new
main responsible auditor.
Further information regarding the for re-election proposed
directors is available at the Company's website www.embracer.com
and will also be included in the annual report for 2020/2021.
Item 13: Resolution regarding amendments of the articles of
association
The board of directors of the Company proposes that the annual
meeting resolves to amend the Company's articles of association as
follows:
It is proposed that the limits for the share capital in the
articles of association are changed from a minimum of SEK 854,000 and a maximum of SEK 3,416,000 to a minimum of SEK 1,398,000 and a maximum of SEK 5,592,000. The articles of association § 4
will thereby have the following wording:
"The share capital shall not be less than SEK 1,398,000 and not more than SEK 5,592,000."
It is also proposed that the limits for the number of shares in
the articles of association are changed from a minimum of
307,700,000 and a maximum of 1,230,800,000 to a minimum of
1,000,000,000 and a maximum of 4,000,000,000. The articles of
association § 5 will thereby have the following wording:
"The number of shares shall not be less than 1,000,000,000
and not more than 4,000,000,000."
It is also proposed to introduce the possibility to collect
proxies and postal voting. The articles of association will thereby
have a new § 13 with the following wording (whereby the following
clauses have changed numbering):
"The board of directors may collect proxies at the company's
expense in compliance with the procedure set out in chapter 7
section 4 paragraph 2 of the Swedish Companies Act
(2005:551).
The board of directors may resolve, ahead of a general
meeting of the shareholders, that the shareholders shall be
entitled to exercise their voting rights by post prior to the
meeting."
It is finally proposed that the board of directors or a person
appointed by the board of directors be authorized to make such
minor adjustments in the above resolution that may be required in
connection with the registration with the Swedish Companies
Registration Office.
Changes of the articles of association in accordance with this
item are conditional upon the annual general meeting resolving on
the share split in accordance with item 14.
Item 14: Resolution regarding share split
The board of directors of the Company proposes that the annual
general meeting resolves to increase the number of shares in the
Company through a share split (1:2) whereby one (1) outstanding
share, regardless of share class, is divided into two (2) new
shares.
The total number of shares in the Company will through the share
split increase from 503,589,913 shares to 1,007,179,826
shares[1]. The proposal will lead to a quota value of
approximately SEK 0.001.
The board of directors is authorized to decide the record date
for the share split. The record date may not occur prior to the
date when the share split is registered with the Swedish Companies
Registration Office. In connection with the determination of the
record date for the share split, the board of directors shall
announce further information regarding the share split including
the record date, which is estimated to occur during September 2021.
The board of directors or a person appointed by the board of
directors be authorized to make such minor adjustments in the above
resolution that may be required in connection with the registration
with the Swedish Companies Registration Office or in connection
with the registration of the share split with Euroclear Sweden
AB
A resolution in accordance with this item requires a change of
the articles of association and is conditional upon that the
general meeting resolves to change the articles of association in
accordance with item 13.
[1] Based on the number of shares registered
with the Swedish Companies Registration Office on 18 August 2021.
Item 15: Resolution regarding authorization for the board to
issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual
general meeting resolves authorize the board of directors during
the period up until the next annual general meeting to, on one or
more occasions, resolve to issue B shares, convertibles and/or
warrants with right to convert into and subscribe for B shares
respectively, with or without preferential rights for the
shareholders, in the amount not exceeding ten (10) percent of the
total number of shares in the Company at the time when the
authorization is used the first time (based on the number of shares
after completion of the share split in accordance with item 14), to
be paid in cash, in kind and/or by way of set-off. The purpose for
the board to resolve on issuances with deviation from the
shareholders preferential rights in accordance with the above is
primarily for the purpose to raise new capital to increase
flexibility of the Company or in connection with acquisitions. If
the board of directors finds it suitable in order to enable
delivery of shares in connection with a share issuance as set out
above it may be made at a subscription price corresponding to the
shares quota value.
In connection with issuances in accordance with the above, the
board of directors shall, when determining the number of shares,
warrants or convertibles that may be issued pursuant to the
authorization, consider and deduct the number of shares the Company
holds itself at every given time after any possible reclaim of
shares that have been issued in connection with acquisitions.
The board of directors or a person appointed by the board of
directors shall be authorized to make such minor adjustments in the
above resolution that may be required in connection with the
registration with the Swedish Companies Registration Office.
Majority requirements
A resolution in accordance with item 13 and 15 requires support
by shareholders holding not less than two-thirds of both the shares
voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date
of this notice are 503,589,913, of which 33,399,137 are A shares
representing 333,991,370 votes and 470,190,776 are B shares
representing 470,190,776 votes, whereby the total number of votes
comprise 804,182,146. The Company holds no own shares.
Other
Copies of accounts, auditor statement and proxy form are
available at least three weeks in advance of the annual general
meeting. The complete proposals and other documents that shall be
available in accordance with the Swedish Companies Act, including
the complete proposed articles of association, are available at
least two weeks in advance of the meeting. All documents are
available at the Company at Älvgatan 1 in Karlstad and at the
Company's website www.embracer.com in accordance with the above and
will be sent to shareholders who request it and provide their
e-mail or postal address.
The shareholders hereby notified regarding the right to, at the
annual general meeting, request information from the board of
directors and managing director according to Ch. 7 § 32 of the
Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation
the meeting, see the Privacy notice available on Euroclear Sweden
AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
*****
Karlstad August 2021
Embracer Group AB
The board of directors
For additional information, please contact:
Lars Wingefors, Co-founder and Group CEO of Embracer Group
AB
Tel: +46 708 47 19 78 E-mail: lars.wingefors@embracer.com
About Embracer Group
Embracer Group is the parent company of businesses developing
and publishing PC, console and mobile games for the global games
market. The Group has an extensive catalogue of over 240 owned
franchises, such as Saints Row, Goat Simulator, Dead Island,
Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters,
Satisfactory, Wreckfest, Insurgency, World War Z and Borderlands,
amongst many others.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence
through its eight operative groups: THQ Nordic GmbH, Koch Media
Publishing, Coffee Stain AB, Amplifier Game Invest, Saber
Interactive, DECA Games, Gearbox Entertainment and Easybrain. The
Group has 77 internal game development studios and is engaging more
than 8,000 employees and contracted employees in more than 40
countries.
Embracer Group's shares are publicly listed on Nasdaq First
North Growth Market Stockholm under the ticker EMBRAC B with FNCA
Sweden AB as its Certified Adviser; info@fnca.se +46-8-528 00
399.
Subscribe to press releases and financial information:
https://embracer.com/investors/subscription/
For more information, please visit: https://www.embracer.com
This information was brought to you by Cision
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Embracer - Notice to
annual general meeting 2021
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