NOTICE OF EXTRAORDINARY GENERAL MEETING IN SCOUT GAMING GROUP AB
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the Extraordinary General Meeting in Scout Gaming Group AB, and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of Scout Gaming Group AB, reg. no. 559119-1316 (the "Company") are hereby given notice to attend the Extraordinary General Meeting to be held at 10.00, Thursday, 1 September 2022 at the offices of Eversheds Sutherland Advokatbyrå, Strandvägen 1, Stockholm. Registration will commence at 09.45.
RIGHT TO ATTEND THE EXTRAORDINARY GENERAL MEETING
Shareholders who wish to participate at the Extraordinary General Meeting must
- be registered in the share register maintained by Euroclear Sweden AB (the Central Securities Depository) as of the record date on Wednesday, 24 August 2022; and
- notify the Company of its intention to participate, no later than Friday, 26 August 2022.
Notification of participation shall be given in writing to Scout Gaming Group AB, c/o Ace of Spades Finance AB, Attn: Extraordinary General Meeting, Box 3696, SE-103 59 Stockholm, Sweden, or by e-mail to [email protected]. Such notice must contain full name alternatively company name, personal identification number or registration number, address, daytime phone number and, where applicable, information regarding any attending representative or counsel (maximum two).
NOMINEE REGISTERED SHARES
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the Extraordinary General Meeting, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB. Such voting registration, which is temporary, must be duly effected no later than Friday, 26 August 2022, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.
PROXIES AND POWER OF ATTORNEYS
Shareholders represented by proxy shall issue a written and dated power of attorney signed by the shareholder. The power of attorney may not be issued earlier than one year before the date of the Extraordinary General Meeting, with the exception if the power of attorney specifies a longer period, up to a maximum of five years. A power of attorney issued by a legal entity shall have a registration certificate attached or, if such certificate does not exist, equivalent document. The original power of attorney and any registration certificate should, in advance of the general meeting be sent to the Company at the address above. A power of attorney form may be ordered from the Company and are available on the Company’s website.
PROPOSED AGENDA
- Opening of the general meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the proposed agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Resolution on an issue of shares with preferential right for existing shareholders
- Resolution on amending the articles of association
- Resolution to authorise the Board of Directors to make minor adjustments to the decisions
- Closing of the meeting
PROPOSAL FOR RESOLUTIONS
Item 7 - Resolution on an issue of shares with preferential right for existing shareholders
As communicated by the Company via press release on Thursday 30 June 2022, the Board of Directors proposes that the Extraordinary General Meeting resolves on a fully guaranteed rights issue of approximately 202,680,423 shares with preferential rights for existing shareholders, subject to the terms below.
- The Company’s share capital may be increased by a maximum of approximately SEK 10,667,390.97 through the issue of no more than 202,680,423 shares.
- Shareholders who are registered in the Company’s share register maintained by Euroclear Sweden AB on the record date, 6 September 2022, will receive a subscription right for participation in the issue.
- The right to subscribe for new shares shall be granted with preferential rights to those who are registered shareholders in the Company on the record date for the issue, whereby the holding of one (1) share entitles the holder to one (1) subscription right. One (1) subscription right shall entitle the holder to subscribe for nine (9) shares in the Company.
- If not all shares have been subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the new issue, decide on the allocation in accordance with the allocation principles below:
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- Firstly, allotment shall be made to those who have subscribed for shares with subscription rights and who wish to subscribe for additional shares, (whether or not they were shareholders on the record date), pro rata to their subscription with subscription rights, and, to the extent that this cannot be done, by drawing lots;
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- Secondly, allotment shall be made to others who have expressed an interest in subscribing for shares without the benefit of subscription rights (and who are not covered by paragraph (a) above), pro rata to their expressed interest, and, to the extent that this cannot be done, by drawing lots;
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- Lastly, to those who have provided underwriting guarantees in respect of the subscription of shares, pro rata to the guarantees provided by them.
- Subscription of shares shall take place during the period from, and including, 8 September 2022 to, and including, 22 September 2022. The Board of Directors shall be entitled to extend the subscription period.
- The subscription price shall be SEK 0.50 per share. The excess price shall be added to the free share premium fund.
- Payment of shares shall be made in cash. Payment of shares subscribed for with pre-emptive rights shall be made at the same time as the subscription takes place during the period from, and including 8 September 2022, to, and including, 22 September 2022. Payment of shares subscribed for without pre-emptive rights shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The Board of Directors has the right to extend the payment period.
- The new shares entitle the holder to dividend as from the date on which the shares are entered in the share register.
- The expected date for publication of the prospectus relating to the rights issue is 6 September 2022. The Board of Directors is entitled to adjust the record date and the subscription period in the rights issue to the extent this is required due to the SFSA’s (Finansinspektionens) processing times for the prospectus matter.
The resolution to approve on a rights issue with preferential rights for the Company’s existing shareholders under this proposal is conditional on the Extraordinary General Meeting also approving the Board of Directors’ resolution to amend the articles of association, as specified in Item 8 below.
Item 8 – Amending the articles of association
The board of directors proposes that the articles of association are amended as follows:
§ 2 Statutory seat
| Current wording | Proposed wording |
| The Company has its statutory seat in the Municipality of Stockholm, Stockholm County | The Company has its statutory seat in the municipality of Sigtuna, Stockholm County. The general meeting can also be held in the municipality of Stockholm, the Municipality of Malmö or the municipality of Vellinge. |
§ 4 Share capital
| Current wording | Proposed wording |
| The share capital shall not be less than SEK 500,000 and no more than SEK 2,000,000 | The share capital shall not be less than SEK 8,000,000 and no more than SEK 32,000,000 |
§ 5 Number of shares
| Current wording | Proposed wording |
| The number of shares shall not be less than 9,000,000 and no more than 36,000,000 |
The number of shares shall not be less than 200,000,000 and no more than 800,000,000 |
The resolution to amend the articles of association under this proposal is conditional on the Extraordinary General Meeting also approving the Board of Directors’ resolution on a rights issue with preferential rights for the Company’s existing shareholders as specified in Item 7 above. In the event that the share capital and the number of shares in the Company after registration of the new issue fall below the proposed limits, the limits shall be reduced to the extent necessary to complete the registration.
A resolution in accordance with this proposal is valid only if it has been supported by shareholders representing at least two thirds (2/3) of the votes cast and the shares represented at the extraordinary general meeting.
Item 9 – Resolution to authorise the Board of Directors to make minor adjustments to the decisions
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors, the Managing Director or any other person appointed by the Board of Directors to make such minor adjustments and clarifications to the resolutions adopted by the Extraordinary General Meeting as are necessary for the registration of the resolutions.
OTHER
NUMBER OF SHARES AND VOTES
The total number of shares in Scout Gaming Gaming Group AB at the time of issuance of this notice is 22,520,047 shares, corresponding to 22,520,047 votes.
Shareholders' right to request information
Shareholders have the right to request information from the Board of Directors and the Managing Director pursuant to Chapter 7, Section 32 of the Swedish Companies Act regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The Board of Directors and the Managing Director shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company. The obligation to disclose information also applies to the Company's relationship with another group company.
Documents
Documents pursuant to the Companies Act will be available at the Company's offices and website www.scoutgaminggroup.com at least three weeks before the Extraordinary General Meeting. All documents will also be sent to shareholders who request them and provide their postal address.
Processing of personal data
The personal data collected from the share register kept by Euroclear Sweden AB, the notifications received, and information on proxies and assistants will be used for registration, the drawing up of the voting list for the meeting and, where applicable, the minutes of the meeting. For further information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
____________________
August 2022
Scout Gaming Group AB
The Board of Directors