(Información remitida por la empresa firmante)
A. The board of directors’ proposal for implementation of the Share Savings Program 2023/2026The board of directors proposes that the annual general meeting resolves to implement the Share Savings Program 2023/2026 mainly in accordance with the following terms:
In total, the Share Savings Program 2023/2026 shall consist of no more than 130,000 share rights, whereof 65,000 retention shares, and 65,000 performance shares.
Participation in the Share Savings Program 2023/2026 requires that participants make a personal investment in the company’s shares or allocate already held shares to the program. Each participant shall be offered to participate with a maximum number of investment shares which shall be allocated to the Share Savings Program 2023/2026.
The Share Savings Program 2023/2026 shall, in accordance with the below, be offered to: all employees of the company (including employees in MAG Games Ltd) as of 31 January 2023 (approximately 104 persons), including members of the company’s executive management team that are not founders or large shareholders of the company. Participants within each category shall be offered to participate with a maximum number of investment shares as is outlined in the table below:
For each investment share that is bought and allocated to the program, participants may be granted one retention share and one performance share free of charge.
Allotment of share rights is conditional upon that the participants employment with the company has not been terminated, with certain exceptions for common “good leaver” conditions. In case a participant’s employment with the company is terminated on good leaver grounds during the performance period, the participant shall be granted share rights pro-rated in relation to the time remaining of the performance period.
Allotment of performance shares is, in addition to what is outlined above, subject to the fulfilment of a performance condition concerning the company’s average annual revenue growth during the performance period (the “performance condition”). Fulfilment of the performance condition shall be calculated based on a comparison between the average revenue in the company’s quarterly reports during the period from and including 1 March 2025, up to and including 28 February 2026 and the average revenue in the company’s quarterly reports during the period from and including 1 March 2022, up to and including 28 February 2023. Performance shares will only be allotted if the revenue has grown during the performance period. Performance fulfilment is calculated to a maximum of one (1) share at 20% average annual revenue growth with pro-rated allotment in case of performance fulfilment between 5% and 20% average annual revenue growth. The number of performance shares to be allotted will be rounded upwards to the nearest whole number of shares.
Notice of participation in the Share Savings Program 2023/2026 shall have been received by the company on 30 April 2023 at the latest, and the board of directors shall be entitled to extend this time period. The allotment of share rights to participants shall be made promptly after the expiration of the performance period.
The share rights will vest three years after the program start (1 March 2026).
Vesting of share rights is accelerated, under certain conditions, in case of a merger in which the company is absorbed by another company or in case of a public offer for all shares in the company whereby the offeror acquires more than 2/3 of the shares in the company, including shares that the offeror or a closely related party to the offeror acquire outside, but in connection with, the offer.
The holders can exercise allotted and vested share rights during the period from and including 1 April 2026 up to and including 1 June 2026. The board of directors may, in individual cases, extend the exercise period to no later than 4 July 2026 if the holder, due to applicable rules, cannot exercise the share rights during the initial exercise period.
For employees resident outside of Sweden, participation requires that such participation is in accordance with applicable laws, and that the board of directors, in its sole discretion, consider it to be possible with reasonable administrative and economic efforts.
The share rights shall be governed by separate agreements with each participant. The board of directors shall be responsible for the preparation and management of the Share Savings Program 2023/2026 within the above-mentioned substantial terms.
B. The board of directors’ proposal for an issue of warrants
In order to enable the company’s delivery of shares under the Share Savings Program 2023/2026, the board of directors proposes that the annual general meeting resolves to issue not more than 130,000 warrants of series 2023/2026, free of charge, to a wholly owned subsidiary of MAG Interactive AB (publ) (the “Subsidiary”) in accordance with the following:
Each warrant of series 2023/2026 entitles the holder to subscription for one (1) share in MAG Interactive AB (publ) during the period from 1 February 2023, or the later date on which the warrants are registered, up to and including 25 July 2026. Subscription for new shares by way of exercising warrants of series 2023/2026 shall be made at a price per share of SEK 0.025974, which corresponds to the quota value of the shares. The exercise price and the number of shares that each warrant of series 2023/2026 entitles to may be subject to recalculation in the event of a bonus issue, share split, rights issue, or similar actions, wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied. The subscription of warrants of series 2023/2026 shall be made no later than on 8 April 2023. However, the board of directors shall be entitled to extend the subscription period. There can be no over-subscription. For complete terms, see Appendix 1 and Appendix A1.
If the warrants of series 2023/2026 are exercised in full, the share capital will increase by SEK 3,377.
C. The board of directors’ proposal for approval of transfer of shares and/or warrants
The board of directors proposes that the annual general meeting resolves to approve that the Subsidiary may transfer shares and/or warrants of series 2023/2026 to the participants in the Share Savings Program 2023/2026 in connection with the allotment of the share rights in accordance with the terms set out in section A.
Dilution effect, market value, costs, etc.
The board of directors’ proposal to resolve on issuance of warrants entails a dilution effect corresponding to a maximum of approximately 0.49 per cent of the shares and votes in the company if the 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. Residual warrants will be cancelled and as such will not result in any dilution effect for the shareholders.
The Share Savings Program 2023/2026 is expected to have only marginal effects on the company’s key ratios.
The board of directors’ assessment is that the Share Savings Program 2023/2026 will trigger costs mainly related to administration, accounting salary costs and social security contributions.
The total costs for administration are estimated to amount to approximately SEK 200,000.
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