NOTICE OF THE ANNUAL GENERAL MEETING 2024
STOCKHOLM — The shareholders of Modern Times Group MTG AB, reg no. 556309-9158, are hereby given notice of the Annual General Meeting on Thursday 16 May 2024 at 09:00 CEST at Advokatfirman Cederquist's premises, Hovslagargatan 3, in Stockholm, Sweden. Registration for the Annual General Meeting will commence at 08:30 am CEST, when coffee will be served. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting.
The notice, which includes the Board's and the Nomination Committee's proposals to the Annual General Meeting, is attached to this press release. The notice is also available on the company’s website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors").
Participation
Shareholders who wish to participate in the Annual General Meeting shall be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday 7 May 2024, and give notice of participation no later than Friday 10 May 2024.
Participation by postal voting
Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice to participate by casting their postal vote so that the postal vote is received by Computershare AB (administering the forms on behalf of MTG) no later than by Friday 10 May 2024. A special form shall be used for postal voting. The form is available on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). The postal voting form can be submitted either by e-mail to [email protected] or by post to Computershare AB, "MTG's AGM 2024", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders may also cast their postal votes digitally through BankID verification. A link to the digital postal voting can be found on MTG's website www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors").
Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation in accordance with the instructions under the heading "Participation at the meeting venue" below. This means that a notice of participation only through postal voting is not sufficient for shareholders who wish to attend the meeting venue.
Participation at the meeting venue
Shareholders who wish to attend the meeting venue in person or by proxy shall give notice of participation no later than by Friday 10 May 2024. Notification can be made on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"), by e-mail to [email protected], by telephone to +46 771-246 400 or by post to Computershare AB, "MTG's AGM 2024", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders shall in their notice to participate state their name, personal identification number or company registration number, address, phone number and advisors, if applicable. Shareholders represented by a proxy or a representative should send documents of authorization to the address above well before the Annual General Meeting.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Tuesday 7 May 2024. Such re-registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than by Friday 10 May 2024 will be considered in the presentation of the share register.
Proposed agenda
- Opening of the Annual General Meeting by the Chairman of the Board.
- Election of Chair of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check and verify the minutes.
- Determination of whether the Annual General Meeting has been duly convened.
- Presentation by the Chief Executive Officer.
- Presentation of the Annual Report and the Auditor's Report and the consolidated financial statements and the Auditor's Report on the consolidated financial statements.
- Resolution on the adoption of the Income Statement and the Balance Sheet and of the consolidated Income Statement and the consolidated Balance Sheet.
- Resolution on treatment of the company's results as stated in the adopted Balance Sheet.
- Resolution on discharge of liability of the members of the Board and the Chief Executive Officer.
- Presentation and resolution on the approval of the Remuneration Report.
- Determination of the number of members of the Board.
- Determination of the remuneration to the members of the Board.
- Determination of the remuneration to the Auditor.
- Election of Board members:
- Chris Carvalho (re-election, proposed by the Nomination Committee).
- Simon Duffy (re-election, proposed by the Nomination Committee).
- Gerhard Florin (re-election, proposed by the Nomination Committee).
- Simon Leung (re-election, proposed by the Nomination Committee).
- Florian Schuhbauer (re-election, proposed by the Nomination Committee).
- Liia Nõu (re-election, proposed by the Nomination Committee).
- Susanne Maas (re-election, proposed by the Nomination Committee.
- Election of the Chairman of the Board.
- Determination of the number of Auditors and election of Auditor.
- Approval of the procedure of the Nomination Committee.
- Resolution regarding guidelines for remuneration to the senior executives.
- Resolution regarding a combined short-term and long-term incentive plan for 2024, including resolutions regarding:
- adoption of the plan;
- authorisation for the Board to resolve on a new issue of Class C shares;
- authorisation for the Board to resolve to repurchase own Class C Shares;
- transfer of own Class B shares to the participants in the plan; and
- swap agreement with third party in relation to the plan.
- Resolution regarding authorisation for the Board to resolve on repurchases and transfers of own shares
- Resolution on reduction of the share capital by way of cancellation of repurchased shares.
- Resolution on authorisation for the Board to resolve on new issues of Class B shares.
- Closing of the Annual General Meeting.