Announcement from annual general meeting in Thunderful Group AB, held on April 27, 2022
An annual general meeting was held in Thunderful Group AB on April 27, 2022. A summary of the decisions made at the general meeting follows below. All resolutions have been made with required majority and in accordance with the proposals set forth by the Board of Directors and Nomination Committee.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge of liability for board members and the CEO
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the 2021 financial year. The annual general meeting further decided to grant each member of the board and the CEO discharge of liability regarding the 2021 financial year.
Decision regarding the disposition of the company’s profit
The annual general meeting decided that no dividend shall be paid for the 2021 financial year and that the company’s available funds amounting to SEK 2,045,187,465, including the profit of the year, shall be carried forward into a new account.
The election of board members, chairman of the board and the re-election of company auditor
The Board shall consist of five ordinary members elected by the general meeting and no deputies. The annual general meeting decided on the re-election of ordinary Board members, Mats Lönnqvist, Owe Bergsten, Tomas Frantzén, Oskar Burman and Cecilia Ogvall. More information regarding the Board members can be found on the company’s website, www.thunderfulgroup.com.
Mats Lönnqvist was re-elected as chairman of the Board.
The Company shall have one auditor and no deputy auditor. The annual general meeting decided to re-elect the registered auditing company Grant Thornton Sweden AB as the company auditor until the 2023 annual general meeting. Authorized accountant Patric Hofréus will henceforth remain principal auditor.
Decision on remuneration for Board members and auditor
The annual general meeting decided that remuneration of in total SEK 1,500,000 be paid to the Board members. Out of this amount SEK 500,000 shall be paid to the chairman of the Board and SEK 250,000 to the other Board members for the entire term of office.
The annual general meeting further decided that remuneration to the company’s auditor shall be paid in accordance with an approved invoice.
Decision to authorize the Board of Directors to decide on a new issue of shares, warrants and convertibles
The annual general meeting decided to authorize the Board of Directors to, until the next annual general meeting, decide on a new issue of shares, warrants and convertibles, on one or more occasions and with or without deviation from the shareholders’ preferential rights and with or without provisions on non-cash, set-off or other conditions for payment and participation. The purpose of the authorization and the reason for allowing the Board of Directors to deviate from the shareholders’ preferential rights is to enable the Company to carry out company acquisitions, acquisitions of operating assets or to accelerate the Company’s expansion in other ways. The number of shares issued with support from the authorization or that may be issued through the exercise of warrants and conversion of convertibles issued with support from the authorization, may amount to a maximum of 21,064,380 shares, corresponding to a dilution of approximately 30 percent of all outstanding shares at the time of the notice to the annual general meeting and the same dilution effect on the key figures for the share that the company reports. To the extent that a new issue takes places with a deviation from the shareholders’ preferential rights, the new issue shall take place on market terms. The Board of Directors has the right to determine other terms for the issue.
Decision on implementation of warrant-based incentive program 2022/2025 for certain key persons
The annual general meeting decided to implement a warrant-based incentive program 2022/2025 for certain key persons through an issue of not more than 270,000 warrants with the right to subscribe for new shares in the company and to approve the transfer of such warrants. More information regarding the warrant-based incentive program can be found on the company’s website, www.thunderfulgroup.com.
Decision on approval of new share issue
The annual general meeting decided on a new share issue of not more than 75,995 shares, entailing an increase of the company’s share capital of a maximum of SEK 759.95, to a subscriber who is subject to Ch. 16 of the Swedish Companies Act, the so-calles Lex Leo.
In 2021, Thunderful Group AB acquired all outstanding shares in the German game developer and game publisher Headup GmbH from Microcuts Holding GmbH (the “Seller”). According to the share transfer agreement, the Seller is entitled to an additional purchase price provided that certain goals are achieved, which has now occurred. The additional purchase price shall be paid in part in the form of shares in the Company. The part of the additional purchase price that is to be paid in the form of shares amounts to EUR 277,777.78, corresponding to SEK 2,967,611 recalculated according to the exchange rate EUR/SEK per the 11 March 2022.
More information regarding the new share issue can be found on the company’s website, www.thunderfulgroup.com.
The decisions in their entirety
The adopted the decisions in their entirety can be found on the company's website, www.thunderfulgroup.com
This information was provided for publication on April 27, 2022, 18:30 CET.