Notice of annual general meeting in Enad Global 7 AB (publ)
The shareholders of Enad Global 7 AB (publ), reg. no. 556923-2837, (the "Company") are hereby invited to the annual general meeting on Wednesday 21 June 2023 at 5:30 p.m. CET at Baker McKenzie's office at Vasagatan 7 in Stockholm.
Right to attend the general meeting and notice
Shareholders who wish to participate through advance voting in the general meeting must:
i. on the record date, which is Tuesday 13 June 2023 be registered in the share register maintained by Euroclear Sweden AB; and
- no later than on Thursday 15 June 2023 notify the Company of their and any counsel's participation at the general meeting, by:
- mail to Baker & McKenzie Advokatbyrå KB, Att: Filippa Kronsporre, Box 180, 101 23 Stockholm (please mark the mail with "Enad Global 7 – annual general meeting 2023"); or
- e-mail to firstname.lastname@example.org (please mark the e-mail with "Enad Global 7 – annual general meeting 2023"); or
- by submitting its advance vote in accordance with the instructions under section "Advance voting" below.
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.
The board has decided that shareholders who cannot attend the meeting should be able to take part in the meeting via a link. Further instructions regarding electronic participation will be sent no later than 20 June 2023 to the shareholders who have registered their participation no later than 15 June 2023. Note that it is not possible to vote via link, but a shareholder who does not physically attend the meeting must represented by proxy or vote by advance voting, see further information below under the sections "Proxy etc." and "Advance voting".
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 13 June 2023 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 15 June 2023 will be considered in preparations of the share register.
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 be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on 15 June 2023. A proxy form will be available on the Company's website, www.enadglobal7.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Shareholders may exercise their voting rights at the annual general meeting by voting in advance, so-called postal voting. A person who wishes to attend the meeting in person or by proxy must however give notice in accordance with the instructions under heading “Right to attend the general meeting and notice” above. This means that a notice of participation only through advance voting is not sufficient for shareholders who wish to attend the meeting venue.
A special form must be used for the advance vote. The form is available on the Company's website, www.enadglobal7.com, and will be sent to shareholders who request it and provide their e-mail or postal address. Submission of the form in accordance with the instructions set out below is considered as notice of participation in the annual general meeting. The completed form must be received by the Company no later than 15 June 2023. The completed form may be sent to the Company by mail to Baker & McKenzie Advokatbyrå KB, Att: Filippa Kronsporre, Box 180, 101 23 Stockholm or via e-mail to email@example.com (please mark the mail or e-mail with "Advance vote – Enad Global 7 – Annual General Meeting 2023").
Shareholders may not provide specific instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form.
Shareholders submitting their advance vote by proxy must issue a dated written proxy for their representative signed by the shareholder, which must be enclosed with the advance voting form. A proxy is valid one (1) year from its issue date or such longer period as set out in the proxy, however not more than five (5) years. Proxy forms are available upon request and on the company’s website, www.enadglobal7.com. If the shareholder is a legal entity, a registration certificate or equivalent authorization document, not older than one (1) year, listing the authorized signatories shall be appended to the advance voting form.
Further instructions and conditions are included in the form for advance voting.
1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Examination of whether the meeting has been properly convened
6. Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
7. Resolution regarding:
a) adoption of income statement and balance sheet and the group income statement and the group balance sheet,
b) regarding the profit or loss of the Company in accordance with the adopted balance sheet, and
c) discharge from liability of the Board of Directors and the managing director
8. Determination of the number of directors and auditors
9. Determination of fees to the Board of Directors and to the auditors
10. Election of the Board of Directors and auditors
11. Adoption of principles for the nomination committee
12. Resolution to authorize the board of directors to resolve on issuances
13. Closing of the meeting
Item 1: Opening of the meeting and election of chairman of the meeting and appointment of the keeper of the minutes
The Nomination Committee proposes Carl Svernlöv, attorney at law, at Baker McKenzie Advokatbyrå, as chairman of the annual general meeting or, in his absence, the person appointed by him.
Item 7.b): Resolution 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 8: Determination of the number of directors and auditors
The Nomination Committee proposes that the board of directors, for the period until the end of the next annual general meeting, shall consist of six (6) directors without deputies. The Nomination Committee proposes that one (1) registered auditing firm shall be the Company's auditor.
Item 9: Determination of fees to the board of directors and to the auditors
The Nomination Committee proposes that the remuneration is to be SEK 1,900,000 in total, including remuneration for committee work (SEK 1,900,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
SEK 250,000 for each of the non-employed directors and SEK 600,000 to the chairman provided that the chairman is not an employee.
It is further proposed that the remuneration for committee shall be paid to the board of directors and the members of the established committees in the following amounts:
SEK 100,000 to the chairman and SEK 75,000 to the other members of the audit committee and SEK 75,000 to the chairman and SEK 50,000 to the rest of the remuneration committee.
Upon recommendation from the board of directors’ renumeration committee, the Nomination Committee wishes to inform the shareholders that the board may decide – subject to observance of the conflict of interest rules – in the period up to the next Annual General Meeting to assign individual members to work specifically on the development of the Company's operational and corporate governance functions, for work outside the ordinary board work, in areas such as leadership, finance, compliance, game development, and IT, among others. For such work, consulting fees will be paid in addition to the board fees resolved by the Annual General Meeting. Remuneration for such services will not exceed applicable thresholds for requirements of a general meeting’s approval pursuant to Ch. 16 a of the Swedish Companies Act.
Remuneration to the auditor is proposed, by the Nomination Committee, to be paid according to approved invoice
Item 10: Election of the board of directors and auditors
The Nomination Committee proposes re-election of the directors Jason Epstein, Gunnar Lind and Marie-Louise Gefwert. It is further proposed that Ji Ham, Ben Braun, and Ron Moravek are elected as a new directors.
Further information regarding the new proposed directors
Name: Ben Braun
Education and background
Master of Business Administration from Amos Tuck School of Business at Dartmouth College and Bachelor of Business Administration from James Madison University
Managing Partner at LionTree LLC
Managing Director at Merrill Lynch
Associate at European Bank for Reconstruction and Development (EBRD)
Year of birth
Direct or related person ownership in the Company
Ben Braun can be considered independent to the Company, the management of the Company and the Company's major shareholders.
Name: Ji Ham
Education and background
Bachelor of Arts from the University of California, Los Angeles
Acting CEO at Enad Global 7 AB since 2021
CEO of Daybreak Game Company LLC since 2015
Investment banking at CIBC Oppenheimer
Hudson Capital Advisors (investment banking)
CNP (private equity)
Year of birth
Direct or related person ownership in the Company
Holds 2,018,472 shares in the Company, representing 2.28% of outstanding shares
Ji Ham cannot be considered independent to the Company and the management of the Company.
Name: Ron Moravek
Education and background
Bachelor of Arts from Wilfrid Laurier University, Canada
Senior Advisor and Vice President for the Business and Corporate Development on Heavy Iron Studios, Inc.
Co-Founder and Investor on SportNinja Inc.
Senior advisor – New Games and Emerging Markets at Nexon
Executive Vice President Production and General Manager at THQ
Vice President and COO of Electric Arts Vancouver Studio
COO and Co-Founder of Relic Entertainment
Year of birth
Direct or related person ownership in the Company
Ron Moravek can be considered independent to the Company, the management of the Company and the Company's major shareholders.
It is further proposed that Jason Epstein is re-elected as chairman of the board.
The Nomination Committee proposes, after recommendation from the audit committee, that the registered audit company Öhrlings PricewaterhouseCoopers AB (PwC) is re-elected as the Company’s auditor with the authorised auditor Nicklas Renström as the auditor-in-charge.
Item 11: Adoption of principles for the nomination committee
The nomination committee proposes that the following principles for the nomination committee, which are mainly the same as adopted at the annual general meeting 2022 shall be re-adopted in full and apply until further notice.
Role of the Nomination Committee
The Company shall have a Nomination Committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent Nomination Committee. The Nomination Committee is to propose:
- the chairman of the Annual General Meeting;
- candidates for the post of chairman and other directors of the Board;
- fees and other remuneration to each director;
- fees to members of committees within the Board;
- election and remuneration of the Company auditor; and
- principles for the Nomination Committee.
The Nomination Committee shall in its assessment of the evaluation of the Board and in its proposal in particular take into consideration the requirement of diversity and breadth on the Board and strive for equal gender distribution.
Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.
Members of the Nomination Committee
The Nomination Committee shall consist of four members, of whom three shall be nominated by the Company’s three largest shareholders by voting power and the fourth shall be the chairman of the Board. The chairman of the Board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three owner-registered largest shareholders, by voting power, according to the share register maintained by Euroclear Sweden AB at that time and request that they, taken into consideration the circumstances, within reasonable time which cannot exceed 30 days, in writing to the Nomination Committee nominate that person whom the shareholder wishes to appoint as member of the Nomination Committee. If any of the three largest shareholders wish not to exercise their right to appoint a member of the Nomination Committee, the next shareholder in consecutive order shall be entitled to appoint a member of the Nomination Committee. In the case that several shareholders abstain their right to appoint a member of the Nomination Committee, the chairman of the Board shall not be required to contact more than eight shareholders, unless it is necessary in order to obtain a Nomination Committee consisting of a minimum of three members.
Unless otherwise agreed between the members, the chairman of the Nomination Committee shall be nominated by the largest shareholder by voting power.
If a member nominated by a shareholder, during the year ceases to be one of the Company’s three largest shareholders by voting powers, the member nominated by such shareholder shall resign from the Nomination Committee. Instead, a new shareholder among the three largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the Nomination Committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than three months prior to the Annual General Meeting shall lead to a change in the composition of the Nomination Committee, unless there are exceptional reasons.
If a member of the Nomination Committee resigns before the Nomination Committee has completed its assignment, for reasons other than set out above the shareholder who nominated such member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the Board resigns from the Board, his/her successor shall replace the chairman of the Board also on the Nomination Committee.
Announcement of the Nomination Committee members
The chairman of the Board shall ensure that the names of the members of the Nomination Committee, together with the names of the shareholders of whom they have been nominated, are published on the Company’s website no later than six months before the Annual General Meeting.
If a member leaves the Nomination Committee during the year, or if a new member is appointed, the Nomination Committee shall ensure that such information, including the corresponding information about the new Nomination Committee member, is published on the website.
A change in the composition of the Nomination Committee shall be published immediately.
Proposals to the Nomination Committee
Shareholders shall be entitled to propose Board members for consideration by the Nomination Committee. The Nomination Committee shall provide the Company with information on how shareholders may submit recommendations to the Nomination Committee. Such information will be announced on the Company’s website.
The chairman of the Board of Directors shall, as part of the work of the Nomination Committee, keep the Nomination Committee informed about the work of the Board of Directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the Nomination Committee.
Proposals by the Nomination Committee
When preparing its proposals, the Nomination Committee shall take into account that the Board of Directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The Nomination Committee shall further strive for equal gender distribution.
The Nomination Committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.
When the notice of the shareholders’ meeting is issued, the Nomination Committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the Board of Directors. The Nomination Committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the Nomination Committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the Board of Directors, the Nomination Committee shall specifically explain the reasons for such proposal.
The Nomination Committee shall ensure that the following information on candidates nominated for election or re-election to the Board of Directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:
- year of birth, principal education and work experience;
- any work performed for the Company and other significant professional commitments;
- any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate’s related natural or legal persons;
- whether the Nomination Committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the Nomination Committee shall explain its proposal; and
- in the case of re-election, the year that the person was first elected to the Board.
Account of the work of the Nomination Committee
All members of the Nomination Committee, where possible, and as a minimum one of the members, shall be present at the Annual General Meeting.
The Nomination Committee shall at the Annual General Meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposal regarding the composition of the Board of Directors. The Nomination Committee shall in particular explain its proposal in the light of the requirement to strive for an equal gender distribution.
Fees and Costs
No fee shall be payable by the Company to any member of the Nomination Committee.
The Company shall bear all reasonable costs associated with the work of the Nomination Committee. Where necessary, the Nomination Committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the Nomination Committee with the human resources needed to support the Nomination Committee’s work.
A member of the Nomination Committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a Nomination Committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.
A Nomination Committee member shall store all confidential materials that he/she receives by reason of the Nomination Committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a Nomination Committee member shall hand over to the chairman of the Board all confidential materials that the Nomination Committee member has received in his/her capacity as Nomination Committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.
The chairman of the Nomination Committee may make public statements about the work of the nomination committee. No other Nomination Committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the Board has given permission thereto.
Item 12: Resolution to authorize the board of directors to resolve on issuances
The board of directors of the Company proposes that the meeting resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.
The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions.
Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.
Resolution in accordance with item 12 is valid where supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amounts to 88,603,526 shares and votes. The Company does not own any of its own shares.
Copies of accounts, auditor statement, proxy form and advance voting 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 on Ringvägen 100, 118 60 Stockholm and at the Company's website www.enadglobal7.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, at the annual general meeting, to 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 bolagsstammor-engelska.pdf.
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Stockholm in May 2023
Enad Global 7 AB (publ)
The board of directors
FOR MORE INFORMATION, PLEASE CONTACT:
Fredrik Rüdén, Deputy CEO and CFO
Phone: +46 733 117 262
Ludvig Andersson, Investor Relations Manager
Phone: +46 730 587 608
EG7 is a group of companies within the gaming industry that develops, markets, publishes and distributes PC, console and mobile games to the global gaming market. The company employs 470+ game developers and develops its own original IPs, as well as acts as consultants to other publishers around the world through its game development divisions Daybreak Games, Piranha Games, Toadman Studios, Big Blue Bubble and Antimatter Games. In addition, the group's marketing department Petrol has contributed to the release of 2,000+ titles, of which many are world famous brands such as Call of Duty, Destiny, Dark Souls and Rage. The group's publishing and distribution departments Fireshine Games hold expertise in both physical and digital publishing. EG7 is headquartered in Stockholm with approximately 630 employees in 16 offices worldwide.
Nasdaq First North Growth Market Ticker Symbol: EG7
Certified Adviser: Eminova Fondkommission AB, Phone: +46 8 684 211 00