(Información remitida por la empresa firmante)
STOCKHOLM, Dec. 15, 2022 /PRNewswire/ — MAG Interactive AB (publ) hereby gives notice of its annual general meeting to be held at MAG Interactive AB (publ)’s premises at Drottninggatan 95A, Stockholm, on Wednesday 18 January 2023 at 14:00 CET. The convention hall opens for registration to the annual general meeting at 13:30 CET.
Participation
Any person is entitled to participate at the annual general meeting if they are either entered in the share register maintained by Euroclear Sweden AB on Tuesday, 10 January 2023 or, if the shares are registered in the name of a nominee, temporarily have registered the shares on the record date for voting rights registrations which is on Thursday 12 January 2023; and have notified the company at the latest on Thursday 12 January 2023 in one of the following ways:
by email to evelina.pettersson@roschier.com
in writing to address: Roschier Advokatbyrå, Att. Evelina Pettersson, PO Box 7358, SE-103 90 Stockholm, Sweden
The notification must include the shareholder’s name, personal ID number or company registration number, address, telephone number, and any potential assistants. Shareholders represented by proxy should submit proxy forms well in advance of the meeting.
The personal data obtained from the share register maintained by Euroclear Sweden AB, the notification of participation at the annual general meeting and the information regarding proxies and assistants will be used for registration, preparation of the voting register for the annual general meeting and, where applicable, minutes from the annual general meeting. The personal data will only be used for the annual general meeting 2023.
Nominee registered shares
In order to be entitled to participate at the annual general meeting, shareholders whose shares are registered in the name of a nominee through a bank or other nominee must re-register their shares in their own names. Such voting registration, which may be temporary, must be duly effectuated no later than four banking days before the general meeting, i.e. on Thursday 12 January 2023 to be considered in preparations of the share register. Shareholders should inform their nominees well in advance of this date.
Proxies, etc.
Shareholders who are represented by proxy must issue a proxy form for their proxy. If the proxy form has been issued by a legal entity, an attested copy of the certificate of registration of the legal entity evidencing its authority to issue the proxy form must be attached to the form. The original proxy form and the certificate of registration, where applicable, should be sent to Roschier Advokatbyrå, Att. Evelina Pettersson, PO Box 7358, SE-103 90 Stockholm, Sweden, well in advance of the annual general meeting. Proxy forms are available at MAG Interactive’s website, www.maginteractive.com.
Agenda
1. Opening of the meeting and election of the chairman of the annual general meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation by the CEO.
7. Presentation of the parent company’s annual report and auditor’s report, as well as the consolidated financial statements and the auditor’s report.
8. Resolutions to adopt the parent company’s income statement and balance sheet, as well as the consolidated income statement and the consolidated balance sheet.
9. Resolutions to allocate the company’s profit or loss in accordance with the approved balance sheet.
10. Resolution to discharge the board members and the CEO from liability.
11. Determination of:
A. The number of board members to be appointed by the annual general meeting.
B. The number of auditors and alternate auditors to be appointed by the annual general meeting.
12. Determination of:
A. The fees to be paid to the board members.
B. The fees to be paid to the auditors.
13. Election of chairman of the board of directors and other board members.
14. Election of auditors.
15. Resolution to grant the board of directors the authority to issue new shares, whether applying or disapplying pre-emption rights for the company’s shareholders.
16. Resolution regarding (a) a long-term share savings program; (b) issue of warrants; and (c) transfer of shares and/or warrants.
17. Resolution regarding adoption of amended articles of association.
18. Closing of the annual general meeting.
Resolutions proposed by the board of directors
Item 9 – Resolutions to allocate the company’s profit or loss in accordance with the approved balance sheet
The board of directors proposes that no dividend is paid and that the loss for the year is carried forward.
Item 15 – Resolution to grant the board of directors the authority to issue new shares, whether applying or disapplying pre-emption rights for the company’s shareholders
The board of directors proposes that the shareholders adopt a resolution at the annual general meeting granting the board of directors the authority, on one or more occasions, for the period until the next annual general meeting, to issue new shares, either applying or disapplying shareholders’ pre-emption rights.
If the board of directors resolves to issue new shares disapplying the shareholders’ pre-emption rights, the reason for this must be to implement an acquisition agreement, or, alternatively, to procure capital for such acquisition.
The number of shares issued by virtue of the authority may not exceed an increase of ten (10) per cent of the share capital based on the share capital of the company on the date of the annual general meeting.
Item 16 – Resolution regarding (a) a long-term share savings program; (b) issue of warrants; and (c) transfer of shares and/or warrants
The board of directors proposes that the annual general meeting resolves on (A) a long-term share savings program (the “Share Savings Program 2023/2026”), (B) issuance of warrants and (C) transfer of shares and/or warrants, in accordance with the below.
Background, rationale and summary
The board of directors considers it to be in the interest of the company and the shareholders that the executive management and the employees of the company are made part of the company’s development by being offered participation in a new incentive program. The reasons for the proposal are to contribute to the possibilities to retain and attract qualified personnel and to increase motivation of the employees of the company by being involved in and working for a positive revenue growth during the period covered by the Share Savings Program 2023/2026.
In light of the terms and conditions, size of allotment and other circumstances, the board of directors considers the Share Savings Program 2023/2026, in accordance with the below, to be reasonable and advantageous for the company and its shareholders.
The program is suggested to have a three-year performance period. Participation in the program is suggested to be offered to all employees within the company, conditional upon that the employee makes an initial investment in the company’s shares (“investment shares”). For each investment share, the participant may receive two additional shares free of charge in MAG after the performance period, whereof one is conditional upon retained employment (“retention shares”), and one is conditional upon retained employment and the fulfilment of a performance criteria concerning the company’s average annual revenue growth during the program (“performance shares”), (together “share rights”). The board of directors’ intention is to propose a similar incentive program at the AGM 2024.
(CONTINUA)