The shareholders of
Right to participate and notice of participation
Shareholders who wish to attend the meeting shall be entered in the share register kept by
Proxy
Shareholders who are represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. A power of attorney is valid for one year from issuance or the longer validity period stated in the power of attorney, but no more than five years. In order to facilitate registration at the meeting, power of attorney as well as registration certificate and other authorization documents should be available to the company at the above address no later than
Nominee-registered shares
To be entitled to attend the Annual General Meeting, a shareholder who has allowed nominee registration of their shares must, in addition to registering participation at the Annual General Meeting temporarily register the shares in their own name with
Proposed agenda- Opening of the meeting and election of the Chair of the general meeting
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Establishment and approval of the voting list
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Election of one or two adjusters
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Determination of whether the general meeting has been duly convened
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Approval of the agenda
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Resolution on
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the adoption of the income statement and balance sheet
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appropriations with regard the Company' profit or loss according to the approved balance sheet
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the discharge from liability for the board members and the CEO.
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Resolution on the number of board members and auditors
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Resolution on the fees to the Board of Directors and the auditor
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Election to the Board of Directors and of auditor
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Resolution on principles for the appointment of the Nomination Committee prior to the 2025 Annual General Meeting
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Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles
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Approval of Related Party Transaction
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Decision on
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Amendment of articles of association and
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Consolidation of shares.
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Closing of the meeting
Proposed resolutions
- the adoption of the income statement and balance sheet
- appropriations with regard the Company' profit or loss according to the approved balance sheet
- the discharge from liability for the board members and the CEO.
- Amendment of articles of association and
- Consolidation of shares.
Election of the Chair of the general meeting, resolution on the number of board members and auditors, resolution on the fees to the Board of Directors and the auditor and election to the Board of Directors and of auditor (Item 1, 7 - 10)
- to elect
Viktor Modigh be appointed Chair of the meeting - to elect five ordinary members without a deputy
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to re-elect Martin Ekdal,
Marcus Jacobs ,Viktor Modigh , Andras Vajlok and Markus Windelen as ordinary board members, for the time until the end of the next annual general meeting -
to re-elect
Viktor Modigh as chairman -
that annual board fees shall be paid with
SEK 100,000 for members (except the CEO) and withSEK 200,000 for the chairman. No fee is paid for possible Nomination Committee work. Board members must also have the right to invoice the company to the extent that they perform services outside of the board assignment. It should be noted thatViktor Modigh did not participate in the decision on proposals for fees for the chairman of the board and other board members. The proposed fee is unchanged in relation to the previous year. - to re-elect Göteborgs Revision Kommanditbolag as auditor with Stefan Kylebäck as chief accountant.
- that the fee to the auditor shall be paid according to an approved invoice
Appropriation with regard the Company's profit or loss according to the approved balance sheet (Item 6b)
The Board of Directors proposes no dividend payment for the fiscal year 2023.
Resolution on principles for the appointment of the Nomination Committee prior to the 2025 Annual General Meeting (Item 10)
Prior to the 2025 Annual General Meeting, the Nomination Committee shall consist of members appointed by the f three our largest shareholders as of
If a member of the Nomination Committee resigns their charge before the Nomination Committee's work is completed, if the Nomination Committee deems this necessary, a replacement is appointed by the same shareholder who appointed the outgoing member or, if this shareholder no longer belongs to the largest shareholders in terms of votes, a replacement must be sought from among the larger shareholders.
The Nomination Committee appoints a chairman from within. The composition of the Nomination Committee must be published on the company's website as soon as it is appointed and no later than six months before the annual general meeting. In the event that a change in the ownership structure occurs after the Nomination Committee has been assembled in such a way that one or more of the shareholders who have appointed members of the Nomination Committee no longer belong to the largest shareholders in terms of the number of votes, the composition of the Nomination Committee can also be changed accordingly if the Nomination Committee deems this to be the case required.
The Nomination Committee mission shall be to present proposals before the general meeting regarding the number of board members to be elected by the general meeting, remuneration for the chairman of the board and other members and for the auditor, possible remuneration for committee work, composition of the board, chairman of the board, decision on the process for the selection committee 2025 chairman at the general meeting, as well as the election of accountants. The company must be responsible for reasonable costs that the nomination committee deems necessary for the nomination committee to be able to fulfill its mission.
Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles (Item 11)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, decide on the new issue of shares and/or issue of subscription warrants and/or convertibles. The authorization includes the right to decide on an issue with the condition that payment can be made in cash, in issue in kind or by set-off or otherwise be accompanied by conditions. The company's share capital and number of shares may, with the support of the authorization, be increased in total by an amount or number that fits within the limits of the articles of association. Deviation from the shareholders' preferential right must be possible in order to strengthen the company's financial position if necessary, or to enable acquisitions or investments. In case of deviation from the shareholders' pre-emptive right and in case of payment in kind, the issue price shall correspond to the share's market value with - where applicable - a market issue discount. The board, the executive director, or whoever the board appoints, shall have the right to make the minor adjustments in the decision that may prove necessary in connection with registration.
Approval of Related Party Transaction (Item 12)
The game project is a remaster of a very successful classic game with an established brand in a popular genre and is planned for launch in 2025. The project will be made public later in consultation with the publisher.
It is now the board's assessment that the financing agreement is beneficial for
Suggestions
The board proposes that the AGM approves the financing agreement.
Decision on amendment of articles of association and consolidation of shares (Item 13 a and b)
The decisions of the general meeting in accordance with points a) - b) below are conditional on each other and the decision of the general meeting must therefore be adopted as a decision.
- amendment of articles of association
In order to enable the pooling of shares proposed in accordance with point b) below, the board proposes that the general meeting decide to change the provision of the articles of association regarding the number of shares as follows.
Current wording:
"5. Number of shares
The number of shares must be a minimum of 358,177,430 shares and a maximum of 1,432,709,720 shares."
Suggested wording:
"5. Number of shares
The number of shares must be a minimum of 3,581,774 shares and a maximum of 14,327,097 shares."
- consolidation of shares
The board proposes that the general meeting decides to carry out a 100:1 merger of shares by combining 100 shares into 1 share. If a shareholder's current holding of shares does not correspond to a full number of new shares, this shareholder will receive from one of the Company's major shareholders free of charge as many shares (1-99) that his holding becomes evenly divisible by 100, so-called rounding up. The reason for the merger is that the board wants to achieve an appropriate number of shares for the Company.
Other information
For a valid resolution, according to the present proposals for items 11 and 13, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Shareholders' right to receive information
The shareholders are reminded of their right to receive information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Documentation
The reporting documentation, auditor's report and complete proposals will be kept available at the company's office, no later than
Shares and votes
On the day of this notice, Jumpgate AB has a total of 481,277,445 shares and votes.Processing of personal information
Processing of personal information
For information on how the company processes your personal information, please refer to the privacy policy which is available on
For additional information
About the Company
https://news.cision.com/jumpgate-ab/r/notice-of-annual-general-meeting-of-jumpgate-ab,c3984557
https://mb.cision.com/Main/14835/3984557/2808455.pdf
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