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:
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:
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 Tuesday 8 September 2020 and should therefore be requested from the nominee well before this date.
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 2020. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. 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 Thursday 10 September 2020. 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@bakermckenzie.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.
Draft agenda
Proposed resolutions
Item 2: Election of Chairman of the meeting
The board of directors of the Company proposes that the chairman of the board, Kicki Wallje-Lund, is appointed as chairman 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 250,000 (SEK 250,000) and the chairman of the board of directors is to receive SEK 800,000) (SEK 800,000), in total SEK 1,550,000 (1,300,000 previous year). Remuneration to the auditor is to be paid according to approved invoice.
The proposal to the annual general meeting 2020 with respect to remuneration to the directors, entails that the remuneration is increased. The reason for the increase is that the board of directors has increased with one director who receives remuneration.
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 chairman 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 2021. 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 2019/2020.
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:
The board of directors proposes that § 11 regarding participation at general meetings is changes following changes in applicable law with respect to the record date. The articles of association § 11 will thereby have the following wording:
"A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of the date as set out in the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general 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.
Item 14: 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 to 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, 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 14 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 381,408,941, of which 33,399,137 are A shares representing 333,991,370 votes and 348,009,804 are B shares representing 348,009,804 votes, whereby the total number of votes comprise 682,001,174. 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 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 2020
Embracer Group AB
The board of directors
For more information, please contact:
Lars Wingefors, Co-founder and Group CEO, Embracer Group
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 190 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro, MX vs ATV, Kingdom Come: Deliverance, TimeSplitters, Satisfactory, Wreckfest, Insurgency, Destroy All Humans!, World War Z and SnowRunner, amongst many others.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its six operative groups: THQ Nordic, Koch Media/Deep Silver, Coffee Stain, Amplifier Game Invest, Saber Interactive and DECA Games. The Group has 43 internal game development studios and is engaging more than 4,000 employees and contracted employers in more than 40 countries.
Embracer Group’s shares are publicly listed on Nasdaq First North Stockholm under the ticker EMBRAC B with FNCA Sweden AB as its Certified Adviser; info@fnca.se +46-8-528 00 399.
For more information, please visit: http://www.embracer.com
Embracer Group is a global group of creative and entrepreneurial businesses in PC/console, mobile and board games and other related media. The Group has an extensive catalog of over 900 owned or controlled franchises.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its eleven operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, DECA Games, Gearbox Entertainment, Easybrain, Asmodee Group, Dark Horse Media, Freemode and Crystal Dynamics – Eidos. The Group has 111 internal game development studios and is engaging more than 12,000 employees in more than 40 countries.
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