STOCKHOLM, Dec. 14, 2020 /PRNewswire/ -- MAG Interactive AB
(publ) hereby gives notice of its annual general meeting to be held
on Wednesday 20 January 2021. Due to
the development of the COVID-19 pandemic, the annual general
meeting will be held by way of a so-called postal voting procedure,
meaning that no shareholders will attend the general meeting by
physical presence, in person or by proxy. Instead, shareholders may
participate in the annual general meeting by voting and asking
questions in advance in accordance with the instructions below.
Participation
Any person is entitled to participate in the annual general
meeting if they are either entered in the share
register maintained by Euroclear Sweden AB on Tuesday, 12 January 2021 or, if the shares are registered
in the name of a nominee, temporarily have registered the shares on
the record date for voting rights registrations which is on
Thursday 14 January 2021;
and have notified the company at the latest
on Tuesday, 19 January 2021. The
exercising of voting rights in accordance with the postal voting
procedure will be considered as a notice to attend the annual
general meeting by the shareholder.
The personal data obtained from the share register maintained by
Euroclear Sweden AB, the notification of participation at the
annual general meeting and the information regarding proxies will
be used for preparation of the voting register for the annual
general meeting and, where applicable, minutes from the annual
general meeting. The personal data will only be used for the annual
general meeting 2021.
Nominee registered shares
In order to be entitled to participate at the annual general
meeting, shareholders whose shares are registered in the name of a
nominee through a bank or other nominee must re-register their
shares in their own names. Such voting registration, which may be
temporary, must be duly effectuated no later than four banking days
before the general meeting, i.e. on Thursday 14 January 2021 to be considered in preparations
of the share register. Shareholders should inform their
nominees well in advance of this date.
Proxies, etc.
Shareholders who are represented by proxy, i.e. where the
representative submits the postal vote or questions on behalf of
the shareholder, must issue a proxy form for their proxy. If the
proxy form has been issued by a legal entity, an attested copy of
the certificate of registration of the legal entity evidencing its
authority to issue the proxy form must be attached to the form. The
proxy should be submitted together with the postal voting form.
Postal voting
The shareholders exercise their voting rights at the
general meeting by voting in advance, so called postal voting in
accordance with section 22 of the Act (2020:198) on temporary
exceptions to facilitate the execution of general meetings in
companies and other associations. A special form shall be used for
postal voting. The form is available on www.maginteractive.com. A
separate notification of attendance should not be made, as the
postal voting form is considered as the notification of attendance
to the general meeting.
The filled out and signed postal voting form, proxy form (if
applicable) as well as any necessary authorisation documents,
should be sent to Roschier Advokatbyrå, Att. Tilda Rosengren, Box 7358, 103 90, Stockholm, Sweden. The filled out and signed
postal voting form may also be submitted electronically and shall
in that case, together with the proxy form (if applicable) as well
as any necessary authorisation documents, be sent to
tilda.rosengren@roschier.com.
Further instructions and conditions are included in the form for
postal voting.
Agenda
1. Opening of the meeting and election of the chairman of
the annual general meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the
minutes.
5. Determination of whether the meeting has been duly
convened.
6. Presentation of the parent company's annual report and
auditor's report, as well as the consolidated financial statements
and the auditor's report.
7. Resolutions to adopt the parent company's income
statement and balance sheet, as well as the consolidated income
statement and the consolidated balance sheet.
8. Resolutions to allocate the company's profit or loss in
accordance with the approved balance sheet.
9. Resolution to discharge the board members and the CEO
from liability.
10. Determination of:
A. The number of board members to be appointed by the
annual general meeting.
B. The number of auditors and alternate auditors to be
appointed by the annual general meeting.
11. Determination of:
A. The fees to be paid to the board members.
B. The fees to be paid to the auditors.
12. Election of chairman of the board of directors and
other board members.
13. Election of auditors.
14. Resolution to adopt guidelines for remuneration for
the CEO and executive management.
15. Resolution to grant the board of directors the
authority to issue new shares, whether applying or disapplying
pre-emption rights for the company's shareholders.
16. Resolution regarding (a) a long-term employee stock
option program; (b) issue of warrants; and (c) transfer of shares
and/or warrants.
17. Resolution regarding a long-term warrant program and
issue of warrants.
18. Resolution to change the articles of association.
19. Closing of the annual general meeting.
Resolutions proposed by the board of directors
Item 2 - Preparation and approval of the voting
register
The voting list which is proposed to be approved under item 2
shall be the voting list drawn up by Roschier Advokatbyrå at the
request of the MAG Interactive based on the meeting's share
register and potal votes received. The list shall be controlled by
the persons verifying the minutes.
Item 4- Election of one or two persons to verify the
minutes.
It is proposed that the following persons be elected to verify
the minutes:
A. Henrik Sandell, representing
Didner & Gerge Fonder.
B. Ulrik Grönvall, representing Swedbank Robur Fonder.
Item 8 - Resolutions to allocate the company's loss in
accordance with the approved balance sheet
The board of directors proposes that no dividend is paid and
that the loss for the year is carried forward.
Item 14 - Resolution to adopt guidelines for remuneration for
the CEO and executive management
The board of directors proposes that guidelines for remuneration
for the CEO and executive management should entail that
remuneration to the executive management team shall be in
accordance with market standards to secure the company's ability to
attract and maintain competent leaders. The total remuneration for
the executive management team shall consist of a fixed salary, long
term incentives, variable salary and other benefits, such as
non-monetary benefits, as well as pensions and insurances.
Item 15 - Resolution to grant the board of directors the
authority to issue new shares, whether applying or disapplying
pre-emption rights for the company's shareholders
The board of directors proposes that the shareholders adopt a
resolution at the annual general meeting granting the board of
directors the authority, on one or more occasions, for the period
until the next annual general meeting, to issue new shares, either
applying or disapplying shareholders' pre-emption rights.
If the board of directors resolves to issue new shares
disapplying the shareholders' pre-emption rights, the reason for
this must be to implement an acquisition agreement, or,
alternatively, to procure capital for such acquisition.
The number of shares issued by virtue of the authority may not
exceed an increase of ten (10)
per cent of the share capital based on the share capital of the
company on the date of the annual
general meeting.
Item 16 - Resolution regarding a long-term employee stock
option program, issue of warrants and transfer of shares and/or
warrants
The board of directors proposes that the annual general meeting
resolves on (A) a long-term employee stock option program (the
"Employee Stock Option Program 2021/2024"), (B) issuance of
warrants and (C) transfer of shares and/or warrants, in accordance
with the below.
Background and rationale
The board of directors considers it to be in the interest of the
company and the shareholders that the employees of the company are
made part of the company's development by being offered employee
stock options in a new incentive program. The reasons for the
proposal are to contribute to the possibilities to retain and
attract qualified personnel and to increase motivation of the
employees of the company by being involved in and working for a
positive value increase of the company's shares during the period
covered by the Employee Stock Option Program 2021/2024.
In light of the terms and conditions, size of allotment and
other circumstances, the board of directors considers the Employee
Stock Option Program 2021/2024, in accordance with the below, to be
reasonable and advantageous for the company and its
shareholders.
A. The board of directors' proposal for implementation of
the Employee Stock Option Program 2021/2024
The board of directors proposes that the annual general meeting
of the company resolves to implement the Employee Stock Option
Program 2021/2024 mainly in accordance with the following
terms:
In total, the Employee Stock Option Program 2021/2024 shall
consist of no more than 264,947 employee stock options, entitling
to subscription for an equal number of shares, in accordance with
the below.
Each employee stock option entitles the holder to
a. acquire one (1) new share in the company against cash
consideration ("Cash Exercise"). The acquisition of shares
by way of Cash Exercise shall be done at an exercise price per
share corresponding to 150 per cent of the volume-weighted average
trading price of MAG Interactive AB (publ)'s share on Nasdaq First
North during the period from 21 January
2021 up to and including 29 January
2021 (whereby the calculated exercise price shall be rounded
to the nearest even hundredth of a krona, whereupon 0.005 krona will be rounded up), or
b. acquire shares in the company by way of so-called
cashless exercise ("Cashless Exercise") whereby the holder,
by payment of the quota value of the shares, acquires such number
of shares whose value corresponds to the market value of the total
number of shares that employee stock options held entitle to,
increased by the paid quota value and decreased by the total
exercise price for the corresponding number of shares according to
the employee stock options.
Market value per share in the above mentioned formula in (b)
shall correspond to the volume-weighted average trading price of
the shares of MAG Interactive AB (publ) on Nasdaq First North
during the 10 days of trading preceding the day of exercising the
options.
The exercise price and the number of shares that each employee
stock option entitles to may be subject to recalculation in the
event of a bonus issue, split, rights issue, etc., wherein the
recalculation terms in the complete terms and conditions of the
warrants shall be applied.
The Employee Stock Option Program 2021/2024 shall, in accordance
with the below, be offered to: (i) all employees of the company
(including employees in MAG Games Ltd) as of 31 January 2021 (approximately 85 persons),
excluding the company's executive management.
Participants
|
Total maximum
number of employee stock options
|
Employees (excluding
executive management)
|
264,947
|
Notice of participation in the Employee Stock Option Program
2021/2024 shall have been received by the company on 26 February 2021 at the latest, and the board of
directors shall be entitled to extend this time period. The
allotment of employee stock options to participants shall be made
promptly after the expiration of the notification period. Allotment
requires that the participant or the company has not terminated the
employment at the time of the allotment.
The allotted employee stock options will be vested over a
three-year period in accordance with the following:
a. 1/3 of the allotted employee stock options will be
vested on 1 March 2022;
b. 1/3 of the allotted employee stock options will be
vested on 1 March 2023; and
c. 1/3 of the allotted employee stock options will be
vested on 1 March 2024.
Vesting is accelerated, under certain conditions, in case of a
merger in which the company is
absorbed by another company or in case of a public offer for all
shares in the company whereby the offeror acquires more than 2/3 of
the shares in the company, including shares that the offeror or a
closely related party to the offeror acquire outside, but in
connection with, the offer.
Vesting requires that the participant is still employed by the
company and that the employee has not terminated the employment as
of the date when the relevant vesting occurs. If a participant
ceases to be employed or terminates the employment before a vesting
date, the already vested employee stock options can be exercised on
the ordinary date of exercise in accordance with the below, but
further vesting will not take place. However, if the employee's
employment expires due to termination by the company for any other
reason than scarcity of work (Sw. arbetsbrist) or
termination by the company without a valid reason (Sw. utan
saklig grund), also vested options will expire.
The employee stock options shall not constitute securities and
shall not be transferable or pledgeable. However, the rights under
the employee stock options are transferred to the estate in
connection with the death of a participant.
The employee stock options shall be allotted without
consideration.
The holders can exercise allotted and vested employee stock
options during the period from and including 1 April 2024 up to and including 1 May 2024. The board of directors may, in
individual cases, extend the exercise period to no later than
3 June 2024 if the holder, due to
applicable rules, cannot exercise the options during the initial
exercise period.
Regarding employees resident outside of Sweden, participation requires that such
participation is
in accordance with applicable laws, and that the board of
directors, in its sole discretion, consider
it to be possible with reasonable administrative and economic
efforts.
The employee stock options shall be governed by separate
agreements with each participant. The
board of directors shall be responsible for the preparation and
management of the Employee Stock Option Program 2021/2024 within
the above mentioned substantial terms.
B. The board of directors' proposal for an issue of
warrants
In order to enable the company's delivery of shares under the
Employee Stock Option Program 2021/2024 as well as to enable the
participants' choice between Cash Exercise and Cashless Exercise,
the board of directors proposes that the annual general meeting
resolves to issue warrants in two series in accordance with the
following:
i. issuance of not more than 264,947 warrants of
series 2021/2024:1, free of charge, to a wholly owned subsidiary of
MAG Interactive AB (publ) (the "Subsidiary"), as well as
ii. issuance of not more than 264,947 warrants of
series 2021/2024:2, free of charge, to the Subsidiary.
Each warrant of series 2021/2024:1 and series 2021/2024:2
entitles the holder to subscription for one (1) share in MAG
Interactive AB (publ) during the period from 1 February 2021, or the later date on which the
warrants are registered, up to and including 22 July 2024. Subscription for new shares by way
of exercising warrants of series 2021/2024:1 shall be made at a
price per share corresponding to 150 per cent of the
volume-weighted average trading price of MAG Interactive AB
(publ)'s share on Nasdaq First North during the period from
21 January 2021 up to and including
29 January 2021 (whereby the
calculated subscription price shall be rounded to the nearest even
hundredth of a krona, whereupon 0.005
krona will be rounded up). The subscription price may not be
less than the quota value of the shares. Subscription for new
shares by way of exercising warrants of series 2021/2024:2 shall be
made at a price per share of SEK
0.025974, which corresponds to the quota value of the
shares. The exercise price and the number of shares that each
warrant of series 2021/2024:1 and series 2021/2024:2 entitles may
be subject to recalculation in the event of a bonus issue, share
split, rights issue, etc., wherein the recalculation terms in the
complete terms and conditions of the warrants shall be applied. The
subscription of warrants of series 2021/2024:1 and series
2021/2014:2 shall be made no later than on 9
April 2021. However, the board of directors shall be
entitled to extend the subscription period. There can be no
over-subscription.
If the warrants of series 2021/2024:1 and series 2021/2024:2 are
exercised in full, the share capital will increase by SEK 13,763.480520. However, since the warrants
are intended to secure delivery of shares in the Employee Stock
Option Program 2021/2024 as well as enable the participants' choice
between Cash Exercise or Cashless Exercise, the Subsidiary will not
exercise more than 264,947 warrants (of either series), which
corresponds to the maximum number of employee stock options in the
Employee Stock Option Program 2021/2024, entailing that the
company's share capital will not increase by more than SEK 6,881.740260 if the Employee Stock Option
Program 2021/2024 is exercised in full.
C. The board of directors' proposal for approval of
transfer of shares and/or warrants
The board of directors proposes that the annual general meeting
resolves to approve that the Subsidiary may transfer shares and/or
warrants of series 2021/2024:1 and series 2021/2024:2 to the
participants in the Employee Stock Option Program 2021/2024 in
connection with the exercising of the employee stock options in
accordance with the terms set out in section A.
Dilution effect, market value, costs, etc.
The board of directors' proposal to resolve on issuance of
warrants entails a dilution effect corresponding to a maximum of
approximately 2 per cent of the shares and votes in the company if
the proposed warrants are exercised in full. However, since the
warrants are intended to secure delivery of shares in the Employee
Stock Option Program 2021/2024 as well as enable the participants'
choice between Cash Exercise or Cashless Exercise, the Subsidiary
will not exercise more than 264,947 warrants (of either series),
which corresponds to the maximum number of employee stock options
in the Employee Stock Option Program 2021/2024, entailing a maximum
dilution effect of approximately 1 per cent. The dilution effect is
calculated as the relation between the additional shares that the
warrants will be exercised for and the sum of the current number of
shares and the additional shares that the warrants will be
exercised for. As presented above, in section B, the maximum number
of warrants will not have to be exercised in order to enable the
company to deliver the shares in the Employee Stock Option Program
2021/2024. Residual warrants will be cancelled and as such not
result in any dilution effect for the shareholders.
The Employee Stock Option Program 2021/2024 is expected to have
only marginal effects on the company's key ratios.
The board of directors' assessment is that the Employee Stock
Option Program 2021/2024 will trigger costs mainly related to
administration, accounting salary costs and social security
contributions.
The total costs for administration are estimated to amount to
approximately SEK 200,000.
The employee stock options do not have a market value since they
are not transferable. However, the board of directors have
calculated a theoretical value of the employee stock options in
accordance with the Black & Scholes valuation formula. Based on
an, from the time of the board of directors' proposal, unchanged
share price of SEK 24.39, an assumed
exercise price of SEK 36.585, an
assumed volatility of 40 per cent, risk free interest of -0.3 per
cent, dividend yield of 0 per cent and illiquidity discount of 20
per cent, the value of the employee stock options in the Employee
Stock Option Program 2021/2024 is according to this formula
approximately SEK 2.72 per employee
stock option. The transfer restrictions have not been taken into
consideration in this valuation. Assuming that 100 per cent of the
employee stock options in the Employee Stock Option Program
2021/2024 will be vested, the accounting costs for the options are
calculated to amount to approximately SEK
720,656 during the period 2021-2024, based on the option's
actual value at the start of the program.
The total costs for social security contributions during the
vesting period will depend on the number of employee stock options
that will be vested and the value of the benefit that the
participant will receive. When assuming that 100 per cent of the
employee stock options will be vested and with an assumed exercise
price of SEK 36.585 and an assumed
share price of SEK 48.78 when the
options are exercised, the total costs for social security
contributions will amount to approximately SEK 783,054. The costs for social security
contributions will be recognised during the vesting period based on
the value changes of the stock options.
All of the above calculations are preliminary and aim only to
present an example of the potential costs that the Employee Stock
Option Program 2021/2024 may incur. Actual costs may therefore
deviate from the above calculations.
Previous incentive programs in MAG Interactive AB
(publ)
The company currently has one ongoing warrant program and two
ongoing employee stock option programs for key employees and other
employees. These previously approved incentive programs are,
together with the Warrant Program 2021/2024 (item 17), and Employee
Stock Option Program 2021/2024, expected to entail a dilution of
approximately 5.94 per cent of the total number of outstanding
shares if all outstanding and proposed warrants are exercised in
full. The dilution effect is calculated as the relation between the
additional shares that the warrants will be exercised for and the
sum of the current number of shares and the additional shares that
the warrants will be exercised for. The costs of the incentive
programs are expected to amount to approximately SEK one million in total. For a more detailed
description of the company's other share related incentive
programs, reference is made to the annual report for the financial
year 2019/2020.
Preparation of the proposal
The proposal has been prepared by the board of directors
together with external advisors.
Item 17 - Resolution regarding a long-term warrant program
and issue of warrants
The board of directors proposes that the annual general meeting
resolves on a long-term warrant program ("Warrant Program
2021/2024") and issuance of warrants, in accordance with the
below.
Background and rationale
The board of directors considers it to be in the interest of the
company and the shareholders that certain members of the executive
management of the company are made part of the company's
development by being offered warrants in a new incentive program.
The reasons for the proposal are to contribute to the possibilities
to retain and attract qualified personnel and to increase
motivation for the executive management of the company by being
involved in and working for a positive value increase of the
company's shares during the period covered by the Warrant Program
2021/2024.
In light of the terms and conditions, size of allotment and
other circumstances, the board of directors considers the Warrant
Program 2021/2024, in accordance with the below, to be reasonable
and advantageous for the company and its shareholders.
It is the board of directors' intention to, at the time of
exercise of the warrants, resolve to offer the participants of the
Warrant Program 2021/2024 a cashless exercise by way of a buy-back
of warrants.
The board of directors' proposal for implementation of the
Warrant Program 2021/2024 and issue of warrants
The board of directors proposes that the annual general meeting
of the company resolves to issue warrants and implement the Warrant
Program 2021/2024 mainly in accordance with the following
terms:
In total, the Warrant Program 2021/2024 shall consist of no more
than 264,947 warrants. Therefore, the board of directors proposes
that the annual general meeting resolves to issue no more than
264,947 warrants of series 2021/2024:3.
The right to subscribe to no more than 264,947 warrants in
Warrant Program 2021/2024 shall, in accordance with the below and
with deviation from the shareholders' pre-emption rights, be
granted to the participants in the Warrant Program 2021/2024, which
comprises of the company's executive management and certain members
of the executive management in the company's subsidiary
Sventertainment AB, however excluding the founders of MAG
Interactive AB (publ) (Daniel
Hasselberg, Kaj Nygren and
Johan Persson).
Each warrant of series 2021/2024:3 entitles to subscription for
one (1) share in MAG Interactive AB (publ) during the period from
1 April 2024 up to and including
3 June 2024. Subscription for new
shares by way of exercising warrants of series 2021/2024:3 shall be
made at a price per share corresponding to 150 per cent of the
volume-weighted average trading price of MAG Interactive AB
(publ)'s share on Nasdaq First North during the period from
21 January 2021 up to and including
29 January 2021 (whereby the
calculated exercise price shall be rounded to the nearest even
hundredth of a krona, whereupon 0.005
krona will be rounded up). The subscription price may not be
less than the quota value of the shares. The subscription price and
the number of shares that each warrant of series 2021/2024:3
entitles may be subject to recalculation in the event of a bonus
issue, split, rights issue, etc., wherein the recalculation terms
in the complete terms and conditions of the warrants shall be
applied. If the warrants of series 2021/2024:3 are exercised in
full the share capital will increase by SEK
6,881.740260. Subscription and payment of the warrants shall
take place on 12 February 2021.
However, the board of directors shall be entitled to extend the
subscription and payment period. There can be no
over-subscription.
The warrants of series 2021/2024:3 shall be issued at a
subscription price corresponding to the market value, calculated in
accordance with the Black & Scholes valuation formula by an
independent valuation firm appointed by the company, Svalner Skatt
& Transaktion, immediately after the expiration of the
measurement period on 29 January
2021. An example calculation according to the Black &
Scholes formula based on an unchanged share price of SEK 24.39 result in a value of SEK 2.72 per warrant, whereby the following input
have been used in the Black & Scholes calculation:
Exercise price: SEK 36.585
(150% of the share price of SEK
24.39)
Risk-free interest: -0.3%
Volatility: 40%
Duration (years): 3
Dividend yield: 0%
Illiquidity discount: 20%
The above calculation is only an example and the warrant value
according to the final calculation that will be carried out by
Svalner Skatt & Transaktion immediately after the expiration of
the measurement period on 29 January
2021 may deviate from the above.
The warrants shall be governed by separate agreements between
each participant and the company (or a subsidiary designated by the
company). In the agreement, the participant undertakes to only
exercise held warrants during the period from 1 April 2024 up to and including 1 May 2024 whereby the board of directors may, in
individual cases, extend the exercise period up to and including
3 June 2024 if the participant, due
to applicable rules, cannot exercise the warrants during the
initial exercise period. In the agreement, the company also
reserves the right to, under certain conditions, purchase the
warrants from the participant if the participant's employment or
assignment within the company terminates or if the participant
wishes to transfer the warrants. Such purchase shall be made at the
lower of the cost of acquisition of the warrants or the market
value of the warrants. With the exception of purchases in
connection with dismissal from employment (Sw. avskedande)
or termination due to personal reasons (Sw. uppsägning av
personliga skäl), the right of the company to purchase the
warrants expires on 31 March 2024,
or, under certain conditions, at an earlier date in case of a
merger where the company is absorbed by another company or in case
of a public offer for all shares in the company. The agreements
will otherwise contain customary terms wherein some minor
differences may occur due to national legal requirements.
The board of directors shall be responsible for the preparation
and management of the Warrant Program 2021/2024 within the above
mentioned substantial terms.
Dilution effect and costs, etc.
The board of directors' proposal to resolve on issuance of
warrants entails a dilution effect corresponding to a maximum of
approximately 1 per cent of the shares and votes in the company if
the proposed warrants are exercised in full. The dilution effect is
calculated as the relation between the additional shares that the
warrants will be exercised for and the sum of the current number of
shares and the additional shares that the warrants will be
exercised for. The Warrant Program 2021/2024 is expected to have
only marginal effects on the company's key ratios.
The board of directors' assessment is that the Warrant Program
2021/2024 will trigger costs mainly related to administration. The
board of directors' assessment is that the Warrant Program
2021/2024 will not trigger any costs related to social
security.
The total costs for administration are estimated to amount to
approximately SEK 200,000.
Previous incentive programs in MAG Interactive AB
(publ)
The company currently has one ongoing warrant program and two
ongoing employee stock option programs for key employees and other
employees. These previously approved incentive programs are,
together with the Employee Stock Option Program 2021/2024 (item
16), and the Warrant Program 2021/2024, expected to entail a
dilution of approximately 5.94 per cent of the total number of
outstanding shares if all outstanding and proposed warrants are
exercised in full. The dilution effect is calculated as the
relation between the additional shares that the warrants will be
exercised for and the sum of the current number of shares and the
additional shares that the warrants will be exercised for. The
costs of the incentive programs are expected to amount to
approximately SEK one million in
total. For a more detailed description of the company's other share
related incentive programs, reference is made to the annual report
for the financial year 2019/2020.
Preparation of the proposal
The proposal has been prepared by the board of directors
together with external advisors.
Item 18 - Resolution to change the articles of
association
The board of directors propose that the general meeting resolves
to change the Swedish version of § 1 of the articles of association
as follows:
Current wording:
Bolagets firma är MAG Interactive AB (publ).
Proposed wording:
Bolagets företagsnamn är MAG Interactive AB
(publ).
The board of directors also propose that the general meeting
resolves to change § 9 of the article of association as follows:
Current wording:
Shareholders wishing to participate in the proceedings of the
general meeting shall both be included in the print-out or other
presentation of the full share register reflecting the
circumstances five working days prior to the general meeting and
shall give notice of their attendance to the company by the date
specified in the notice convening the meeting. The latter day shall
not be a Sunday, other public holiday, Saturday, Midsummer Eve,
Christmas Eve or New Year's Eve and shall not be more than five
working days before the meeting.
At a general meeting shareholders may be accompanied by one or
two assistants, although only if the shareholder has given
notification of this as specified in the previous paragraph.
Proposed wording:
Shareholders wishing to participate in the proceedings of the
general meeting shall give notice of their attendance to the
company by the date specified in the notice convening the meeting.
The latter day shall not be a Sunday, other public holiday,
Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall
not be more than five working days before the meeting.
At a general meeting shareholders may be accompanied by one or
two assistants, although only if the shareholder has given
notification of this as specified in the previous paragraph.
Resolutions proposed by the Nomination Committee
MAG Interactive AB (publ)'s nomination committee, which consists
of the chairman of the nomination committee Kaj Nygren (NMO Invest AB and Playful Days AB),
Johan Persson (RSUV AB, Fredrik
Stenh and Anders Larsson),
Joachim Spetz (Swedbank Robur
Fonder) and Henrik Sandell (Didner
& Gerge Fonder), who together
represent approximately 59.5 per cent of the voting rights in
respect of all shares in the company, and the chairman of the board
of directors, Birgitta Stymne Göransson, proposes the
following.
Item 1 - Chairman of the annual general meeting
Birgitta Stymne Göransson is proposed as chairman of the annual
general meeting 2021.
Item 10A - Number of board members
The nomination committee proposes that the number of board
members elected at the annual general meeting shall be six and that
no deputy board members shall be appointed.
Item 10B - Number of auditors
and alternate auditors
The nomination committee proposes that a registered auditing
firm shall be appointed as auditor and that no deputy auditors
shall be appointed.
Item 11A - Fees to the board of directors
It is proposed that the following fees shall be paid to the
board of directors:
· Chairman of the board of directors: SEK 400,000.
· Other board members not employed by the company:
SEK 200,000.
Item 11B - Fees to the
auditor
It is proposed that fees are paid to the company's auditors upon
approval of their invoices.
Item 12 - Election of chairman of the board of directors and
other board members
The nomination committee proposes that the following board
members are elected for the period until the end of the next annual
general meeting:
Re-election of each of the board members Daniel Hasselberg, Teemu Huuhtanen, Andras
Vajlok, Taina Malén and Asbjørn Søndergaard, and election of
Jonas Eriksson as new board member.
Birgitta Stymne Göransson has informed the committee that she will
not be available for re-election.
It is proposed that Jonas
Eriksson is elected as chairman of the board of
directors.
Item 13 - Election of auditors
Based on the audit committee's recommendation it is proposed
that PricewaterhouseCoopers AB is elected as auditor for the period
until the end of the next annual general meeting. Subject to the
approval by the general meeting of the nomination committee's
proposal, PricewaterhouseCoopers AB has informed that authorised
public accountant Niklas Renström will continue as
auditor-in-charge.
Other information
Shares and voting rights
MAG Interactive AB (publ)'s share capital amounts to
SEK 688,172.805219 divided into
26,494,653 shares. All shares are of the same class and one (1)
share entitles the holder to one (1) vote at general meetings.
Majority rules
The resolution proposed by the board of directors in item 15 and
18 on the agenda will only be validly adopted if shareholders
holding no less than two thirds (2/3) of both the votes cast and
the shares represented at the meeting vote in favour of the
resolution. A resolution pursuant to item 16 and 17 on the agenda
will only be validly adopted if shareholders holding no less than
nine tenths (9/10) of both the votes cast and the shares
represented at the meeting vote in favour of the resolution.
Questions for the board of directors and CEO
The board of directors and the CEO shall, if any shareholder so
requests, and the board considers that it can be done without
material harm to the company, provide information regarding
circumstances that may affect the assessment of an item on the
agenda or the company's financial situation, both with regard to
the company's relationship with another group company, or with
regard to the consolidated accounts. A request for such information
shall be made in writing to the company no later than ten days
before the annual general meeting, i.e. no later than 10 January 2021, to Roschier Advokatbyrå,
Attention: Tilda Rosengren, Box
7358, 103 90, Stockholm, Sweden,
or by email to tilda.rosengren@roschier.com. The information will
be provided by the company by being available on the company's
website and at the company no later than 5
January 2021. The information will also be sent to the
shareholders who have requested it and stated their address.
Further information
Information about all of the individuals proposed as members of
MAG Interactive AB (publ)'s board of directors, information about
the proposed auditor, the justified statements by the nomination
committee regarding the proposed board members, and the nomination
committee's complete proposals can be found on the company's
website, www.maginteractive.com, and will be sent free of charge to
shareholders who request the company to do so.
Complete proposals and related documents regarding items 14, 15,
16, 17 and 18 on the agenda, concerning guidelines for remuneration
to the CEO and executive management, authority for the board of
directors to issue new shares, Employee Stock Option Program
2021/2024, Warrant Program 2021/2024 as well as change of the
articles of association are available at the company and on the
company's website, www.maginteractive.com, and will be sent free of
charge to shareholders who request the company to do so.
Accounting documents and the auditor's report will be made
available at the company and on the company's website,
www.maginteractive.com, no later than on 30
December 2020, and will be sent free of charge to
shareholders who request the company to do so.
For additional information, please contact:
Daniel Hasselberg /
CEO / +46 (0)8 644 35 40 / daniel@maginteractive.se
Magnus Wiklander / CFO /
+46 (0)8 644 35 40 / magnus.wiklander@maginteractive.se
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