(Información remitida por la empresa firmante)
The share rights will be accounted as an employee expense over the performance period, without affecting the company’s cash flow. If share rights are allotted, the Share Savings Program 2023/2026 will also entail social security contributions. The total costs for social security contributions during the performance period will depend on the participants employee status, the number of share rights that will be vested, and the value of the benefit that the participant will receive, i.e. the value of the retention shares and performance shares at exercise in 2026. Social security contributions will be expensed in the income statement during the performance period based on the value of the share rights. Based on the assumption that 100 per cent of the share rights included in the Share Savings Program 2023/2026 are vested, a share price of SEK 54 upon exercise of the retention shares and performance shares and an average social security cost of 31.42 per cent, the total costs for the program are calculated to amount to approximately SEK 5.5 million during the period 2023-2026, which corresponds to 8 percent of the company’s annual employee cost (including social security contribution) based on the employee costs during the financial year 2021/2022.
All of the calculations above are preliminary and aim only to present an example of the potential costs that the Share Savings Program 2023/2026 may incur. Actual costs may therefore deviate from what is stated above.
Previous incentive programs in MAG Interactive AB (publ)
The company currently has three ongoing warrant programs and three ongoing employee stock option programs for key employees and other employees. These previously approved incentive programs are, together with the Share Savings Program 2023/2026, expected to entail a dilution of approximately 5.77 per cent of the total number of outstanding shares provided that all outstanding and proposed warrants are exercised in full. The dilution effect is calculated as the relation between the additional shares that the warrants will be exercised for and the sum of the current number of shares and the additional shares that the warrants will be exercised for. For a more detailed description of the company’s other share related incentive programs, reference is made to the annual report for the financial year 2021/2022.
Preparation of the proposal
The proposal has been prepared by the board of directors together with external advisors.
Item 17 – Resolution regarding adoption of amended articles of association
The board of directors proposes that the annual general meeting resolves to update the articles of association by inserting a new paragraph in accordance with the following:
§ 10
The board of directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7 Section 4 a of the Swedish Companies Act (2005:551). Postal voting may be made by electronic means if the board of directors so decides.
Resolutions proposed by the Nomination Committee
MAG Interactive AB (publ)’s nomination committee consists of Joachim Spetz (Swedbank Robur Fonder), Henrik Sandell (Didner & Gerge Fonder), Kaj Nygren (NMO Invest AB and Playful Days AB), and Johan Persson (Johan Persson, Fredrik Stenh and Anders Larsson), who together represent approximately 56 per cent of the voting rights in respect of all shares in the company. The chairman of the board of directors, Jonas Eriksson, is co-opted to the nomination committee. The nomination committee proposes the following.
Item 1 – Chairman of the annual general meeting
Jonas Eriksson is proposed as chairman of the annual general meeting 2023.
Item 11A – Number of board members
The nomination committee proposes that the number of board members elected at the annual general meeting shall be six and that no deputy board members shall be appointed.
Item 11B – Number of auditors and alternate auditors
The nomination committee proposes that a registered auditing firm shall be appointed as auditor and that no deputy auditors shall be appointed.
Item 12A – Fees to the board of directors
It is proposed that the following fees shall be paid to the board of directors:
Chairman of the board of directors: SEK 450,000.
Other board members not employed by the company: SEK 220,000.
Item 12B – Fees to the auditor
It is proposed that fees are paid to the company’s auditors upon approval of their invoices.
Item 13 – Election of chairman of the board of directors and other board members
The nomination committee proposes that the following board members are elected for the period until the end of the next annual general meeting:
Re–election of each of the board members Daniel Hasselberg, Taina Malén, Asbjørn Søndergaard and Jonas Eriksson, and election of Britt Boeskov and Åsa Linder as new board members. Teemu Huuhtanen and Andras Vajlok have informed the nomination committee that they are not available for re-election.
It is proposed that Jonas Eriksson is elected as chairman of the board of directors.
Item 14 – Election of auditors
Based on the audit committee’s recommendation it is proposed that PricewaterhouseCoopers AB is elected as auditor for the period until the end of the next annual general meeting. Subject to the approval by the general meeting of the nomination committee’s proposal, PricewaterhouseCoopers AB has informed that authorised public accountant Niklas Renström will continue as auditor-in-charge.
Other information
Shares and voting rights
MAG Interactive AB (publ)’s share capital amounts to SEK 688,172.805219 divided into 26,494,653 shares. All shares are of the same class and one (1) share entitles the holder to one (1) vote at general meetings.
Majority rules
The resolution proposed by the board of directors in items 15 and 17 on the agenda will only be validly adopted if shareholders holding no less than two thirds (2/3) of both the votes cast and the shares represented at the meeting vote in favour of the resolution. The resolution proposed by the board of directors in item 16 on the agenda will only be validly adopted if shareholders holding no less than nine tenths (9/10) of both the votes cast and the shares represented at the meeting vote in favour of the resolution.
Further information
Information about all of the individuals proposed as members of MAG Interactive AB (publ)’s board of directors, information about the proposed auditor, the justified statements by the nomination committee regarding the proposed board members, and the nomination committee’s complete proposals can be found on the company’s website, www.maginteractive.com, and will be sent free of charge to shareholders who request the company to do so.
Complete proposals regarding items 15, 16 and 17 on the agenda, concerning authority for the board of directors to issue new shares, the Share Savings Program 2023/2026 and the amended articles of association will be made available at the company and on the company’s website, www.maginteractive.com, and will be sent free of charge to shareholders who request the company to do so.
Accounting documents and the auditor’s report will be made available at the company and on the company’s website, www.maginteractive.com, no later than on 4 January 2023, and will be sent free of charge to shareholders who request the company to do so.
CONTACT:
For additional information, please contact:
Daniel Hasselberg / CEO / +46 (0)8 644 35 40 / daniel@maginteractive.se
Magnus Wiklander / CFO / +46 (0)8 644 35 40 / magnus.wiklander@maginteractive.se
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