Notice to attend the Annual General Meeting in Scout Gaming Group AB
The shareholders of Scout Gaming Group AB (publ), reg.no. 559119-1316 (the ”Company”), are hereby given notice to attend the Annual General Meeting to be held at 10:00, Tuesday 30 May 2023, at Stora Gatan 46 in Sigtuna. Registration and entry commence at 09:45.
Right to attend and notice of attendance
Shareholders wishing to exercise their voting rights at the general meeting shall:
- both be registered in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) as of the record date on Monday, May 22 2023, and
- notify the Company of its intention to participate, no later than Wednesday, May 24 2023.
Notification of participation shall be given in writing to Scout Gaming Group (publ), c/o Ace of Spades Finance AB, Attn: Annual 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).
Personal data obtained from the share register kept by Euroclear Sweden AB, notice of attendance at the Annual General Meeting and information on representatives, counsels and deputies will be used for registration, preparation of the voting list for the Annual General Meeting and, where appropriate, the minutes of the Annual General Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company’s handling of personal data, please refer to the Company’s privacy policy: https://www.scoutgaminggroup.com/privacy-policy.
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 meeting, through the nominee register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by the latest on the record date of Friday 20, May 2022. Such registration may be temporary (so-called "voting registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Wednesday, 24 May 2022 will be considered in the preparation of the share register.
Representatives and Power of Attorneys
A person not present at the Annual General Meeting may exercise their right at the Annual General Meeting by a written, signed and dated Power of Attorney. The Company provides a Power of Attorney form at the Company’s website, www.scoutgaminggroup.com. The Power of Attorney form may also be collected at the Company or ordered via e-mail on the above address. If the Power of Attorney is issued by a legal entity, the registration certificate or equivalent authorization document, in regard of the legal entity, must be attached. To facilitate the entry at the meeting, the Power of Attorney, registration certificates and other equivalent authorization documents must be available to the Company at the above address well in advance of the Annual General Meeting. Please note that the possibility of having a representative or counsel exercise the shareholder’s voting rights at the Annual General Meeting requires that the shareholder has made a notification to attend the Annual General Meeting and is included in the share register in accordance with the above.
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 people to verify the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
- Resolution regarding:
a) the approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
b) the allocation of the Company’s result in accordance with the adopted balance sheet
c) discharge from liability for the members of the board of directors and the chief executive officer
- Determination of number of Directors
- Resolution on fees for the Board of Directors and the Auditor
- Election of Directors, Chairman of the Board and Auditors and any Deputy Auditor or registered auditor firm
- Resolution regarding authorization for the board of directors to resolve on new issue of shares
- Closing the meeting
Resolution proposed by major shareholders
Major shareholders in the Company have informed that they intend to propose the Annual General Meeting to resolve in accordance with the below in relation to items 2 and 9–11 of the above proposed agenda:
Item 2. Election of a chairman of the meeting
Michael Niklasson is proposed as chairman of the annual general meeting.
Item 9. Approval of the number of board members and auditors to be elected by the meeting
It is proposed that the board of directors shall be composed of four (4) ordinary board members without deputies for the period until the end of the next annual general meeting.
Furthermore, it is proposed that the Auditor shall be a registered auditor firm without deputies.
Item 10. Resolution on fees for the Board of Directors and the Auditor
The proposed fees to the Board of Directors for the next term shall be distributed to each Director who is not employed by the Company with SEK 150,000 and SEK 300,000 shall be distributed to the Chairman of the Board of Directors, which equals a total remuneration of SEK 750,000.
Audit fees will be paid according to approved invoice.
Item 11. Election of Directors, Chairman of the Board and Auditors and any Deputy Auditor or registered auditor firm
Major Shareholders propose re-election of the following board members until the end of
the next Annual General Meeting: Fredrik Rüden, Hans Izos, Jonathan Pettemerides and Niklas Braathen.
Niklas Braathen is proposed to be re-elected as Chairman of the Board of Directors.
Descriptions of the proposed board members can be found on the Company’s website.
Information concerning election of auditor or audit firm will be available on the company’s website prior to the annual general meeting.
Resolutions proposed by the Board of Directors
Item 8 b). Resolution regarding allocation of the Company’s result according to the adopted balance sheet
The board of directors proposes that no dividends are distributed for the financial year 2022 and that the funds available shall be carried forward to new account.
Item 12. Resolution regarding authorization for the Board of Directors to resolve on new issue of shares
The board of directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, at one or several occasions until the next Annual General Meeting, with or without deviating from the shareholder’s preferential rights, to decide upon issuance of new shares not
exceeding 40 percent of the total number of shares in the Company at the time for the Annual General Meeting, constituting a total dilution of a maximum of 28.57 percent for existing shareholders if the authorization is fully utilized. Payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. Deviation from the shareholder’s preferential rights shall be possible in order to increase the Company’s financial position, conduct corporate acquisitions or acquisitions of business assets and for the Company’s business as well as the adjustment of the Company’s capital and/or ownership structure. Upon such deviation from the shareholder’s preferential rights, the new issue shall be made at market terms and conditions, with reservations for issue discounts which are in line with market conditions.
The Annual General Meeting is further proposed to authorize the Board of Directors, the CEO or a person appointed by the Board of Directors to make such minor amendments in the resolution proven necessary for registration at the Swedish Companies Registration Office (Sw. Bolagsverket).
A resolution by the Annual General Meeting in accordance with the Major Shareholder’s proposal requires approval of votes cast and shares represented at the Annual General Meeting representing not less than two-thirds (2/3).
Shareholders right to demand information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. Such duty to provide information also comprises the Company’s relation to another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.
Other
The annual report and the auditor’s report will be made available at latest three weeks prior to the general meeting and the Board of Directors’ complete proposals will be made at latest two weeks prior to the general meeting. The documentation will also be made available on the Company's website www.scoutgaminggroup.com and at the Company’s office. The documentation will also be sent free of charge to the shareholders who so request and who provide their postal address.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
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Stockholm, April 2023
Scout Gaming Group AB (publ)
The board of directors