Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance (postal voting), 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 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 general meeting on the Company’s website, www.embracer.com.
Right to attend and notification
Shareholders who wish to attend the 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 on Tuesday 28 December 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 Thursday 30 December 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 3 January 2022. 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 board of directors has, in accordance with the articles of association of the Company, resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting. 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 does 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 Monday 3 January 2022. 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 are included in the form for advance voting.
Attend remotely
The shareholders may 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 distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting through video conference, no later than on Thursday 6 January 2022.
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
Proposed resolutions
Item 2: Election of chair of the meeting
The board of directors of the Company proposes that the Company’s general counsel, Ian Gulam, is appointed as chair of the general meeting.
Item 7: Resolution regarding authorization for the board to issue shares
The board of directors of the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue B shares, without preferential rights for the shareholders to be paid in cash, in kind and/or by way of set-off.
The board of directors may only resolve on a share issue in accordance with the above in connection with the completion of the potential acquisition of Asmodee which was announced through a press release on 15 December 2021, and the number of shares issued may amount to a maximum of the number included in that press release (with potential adjustments depending on the time for completion of the acquisition).
In connection with issuance 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.
Item 8: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
In accordance with the Company’s strategy to enable payment with shares in connection with acquisitions or otherwise raise capital to the Company a new authorization of 10 percent is proposed by the board of directors. The authorization corresponds to the authorization resolved on by the annual general meeting held on 16 September 2021. The authorization will also replace the same. The reason for the board of directors to propose a new authorization is that the main part of the current authorization was used in connection with the capital raise announced on 15 December 2021.
In view of the above, the board of directors of the Company proposes that the extra 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. This authorization will, following registration at the Swedish Companies Registration Office, replace the authorization resolved upon by the annual general meeting held on 16 September 2021, under which there remains 32,052,854 shares to issue.
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 7 and 8 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 number of shares in the Company on the date of this notice is 1,015,290,927, of which 66,798,274 are A shares representing 667,982,740 votes and 948,492,653 are B shares representing 948,492,653 votes, whereby the total number of votes is 1,616,475,393. The Company holds no own shares.
Other
Proxy form and form for advance voting are available at least two weeks in advance of the general meeting. The complete proposals are included in the notice. The notice and the documents set out above are available at the Company at Älvgatan 1 in Karlstad and at the Company’s website www.embracer.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the 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_BOSS_final_30112020.pdf.
*****
Karlstad December 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 250 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters, Satisfactory, Wreckfest, Insurgency and World War Z 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 GmbH/Deep Silver, Coffee Stain AB, Amplifier Game Invest AB, Saber Interactive, DECA Games, Gearbox Entertainment and Easybrain. The Group has 86 internal game development studios and is engaging more than 9,000 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
Embracer Group is a global group of creative and entrepreneurial businesses in PC/console, mobile and tabletop 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 ten operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, DECA Games, Easybrain, Asmodee Group, Dark Horse Media, Freemode and Crystal Dynamics – Eidos. The Group has 103 internal game development studios and is engaging more than 10,000 employees in more than 40 countries.
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