The Annual General Meeting is the highest decision-making body of MTG and it is at the Annual General Meeting where all shareholders can exercise their right to decide on issues affecting the Company and its operations.
The Annual General Meeting of shareholders shall be held within six months of the end of the financial year. At the Annual General Meeting, resolutions shall be passed with respect to the adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet, the disposition of the Company’s earnings according to the adopted balance sheet, the discharge of liability for the Board of Directors and the Chief Executive Officer, appointment of the Board of Directors and their Chairman and the Company’s auditors, and certain other matters provided for by law and the Articles of Association.
Shareholders wishing to have matters considered at the Annual General Meeting should submit their proposals in writing to (i) the Company Secretary, Modern Times Group MTG AB, Annual General Meeting, P.O. Box 2094, SE-103 13 Stockholm, Sweden or (ii) email@example.com at least seven weeks before the Annual General Meeting.
Shareholders who wish to participate in the Annual General Meeting must be duly registered as such with Euroclear Sweden AB and may attend and vote at the meeting in person or by proxy.
2019 Extraordinary General Meeting
The Extraordinary General Meeting (EGM) of Modern Times Group MTG AB (MTG) shareholders, which was held today in Stockholm, resolved to distribute all of the shares in Nordic Entertainment Group AB (NENT Group) to MTG’s shareholders.
The EGM approved the Board of Directors’ proposal to distribute all of the shares in the wholly owned subsidiary NENT Group, which comprises MTG’s Nordic Entertainment and Studios business segments. Holders of one (1) MTG class A share will receive one (1) NENT Group class A share and holders of one (1) MTG class B share will receive one (1) NENT Group class B share. The MTG class C shares, which are held by MTG in treasury, are not entitled to dividends and will not receive any NENT Group shares.
The Board of Directors was also authorised to determine the record date for the distribution of the NENT Group shares. The record date is expected to be in late March 2019 and MTG intends to apply for the listing of the NENT Group shares on Nasdaq Stockholm by the end of March 2019. A prospectus regarding the distribution and listing will be published in March, and NENT Group and MTG will host Capital Markets Days on 11 March and 12 March, respectively.
2019 Annual General Meeting
The Annual General Meeting held in Stockholm resolved on the proposed resolutions in the following way.
The Annual General Meeting resolved to re-elect Board members David Chance, Simon Duffy, Gerhard Florin, Donata Hopfen and Natalie Tydeman. The Annual General Meeting also re-elected David Chance as Chairman of the Board.
The Annual General Meeting adopted the Income Statement and Balance Sheet and the consolidated Income Statement and the consolidated Balance Sheet for 2018.
The Annual General Meeting discharged the Board and the CEO from liability for 2018.
The Annual General Meeting resolved that retained earnings, the share premium reserve and the result for the year, a total of approx. SEK 3,002 million is to be carried forward.
The Annual General Meeting resolved to approve the proposal for remuneration to the Board and auditor and procedures for the Nomination Committee, as well as the guidelines for the remuneration to senior executives.
The Annual General Meeting resolved to re-elect KPMG as auditor until the close of the 2020 Annual General Meeting. Joakim Thilstedt will continue as auditor-in-charge.
The Annual General Meeting resolved to adopt long-term incentive LTI 2019, comprising a long-term performance share plan for key employees in MTG and a long-term warrant plan for senior executives and certain key employees in MTG comprising a maximum of 450,104 warrants entitling to the same number of MTG Class B shares. The Annual General Meeting did not resolve to transfer own MTG Class B shares to the participants in the performance share plan. In order to secure the delivery of shares in the performance share plan, the Annual General Meeting resolved that MTG shall enter into an agreement with a third party, under which the third party shall, in its own name, acquire and transfer MTG Class B shares to the participants in the plan.
The Annual General Meeting also resolved to amend the Articles of Association to better reflect MTG’s operations following the split, i.e. to make investments in businesses within the sectors of digital entertainment, esport and online gaming.
At a statutory meeting of the Board of Directors following the Meeting, the Audit and Remuneration Committees were appointed. Simon Duffy was appointed as Chairman of the Audit Committee, with Donata Hopfen and Natalie Tydeman appointed as Committee members. Natalie Tydeman was appointed as Chairman of the Remuneration Committee, with David Chance and Gerhard Florin appointed as Committee members.