MTG’s Annual General Meeting 2022

Stockholm
June 8, 2022
02.45 PM CEST

STOCKHOLM, 8 June 2022 – Modern Times Group MTG AB (publ) ("MTG") today held its Annual General Meeting (the "AGM"). The AGM was held only through postal voting in accordance with temporary legislation. The AGM resolved in accordance with all proposals of the Board and the Nomination Committee.

Stockholm
June 8, 2022
02.45 PM CEST

The resolutions passed at MTG’s AGM 2022, included the following.

Extra cash value transfer through a share redemption plan

The AGM resolved on an extraordinary cash value transfer to MTG’s shareholders through a share redemption plan. Each share in MTG (irrespective of share class) entitles to one (1) redemption share, and each redemption share entitles to a redemption amount of SEK 25.00 per share.

The record date for the share split and the right to receive redemption shares is 15 June 2022 (i.e. the same date as stated in the notice and the information material regarding the share redemption plan). Trading in the redemption shares will occur on Nasdaq Stockholm from and including Thursday 16 June 2022 to and including Thursday 30 June 2022. The redemption amount, SEK 25.00 per share in MTG, will be paid out to holders of redemption shares on 4 July 2022 and will be available on securities accounts/nominee accounts or equivalent around 7 July 2022.

The share redemption plan is part of the Group’s promise to distribute at least 40 per cent of the net proceeds from the ESL divestment to MTG’s shareholders, and corresponds to a total of SEK 2,767 million.

Directed new issue of Class B shares to the minority shareholder in MTG Gaming

The AGM resolved to approve the Board’s proposal on a directed issue of Class B shares to the minority shareholder in MTG Gaming against payment through contribution in-kind. The number of shares of Class B in MTG that shall be issued to EHM has been determined to 18,074,753 shares, in accordance with the calculation model stated in the Board’s proposal.

The Board

The AGM resolved to discharge the Board and the Chief Executive Officer from liability for the financial year 2021.

The AGM resolved to re-elect Chris Carvalho, Simon Duffy, Gerhard Florin, Dawn Hudson, Marjorie Lao, Simon Leung and Natalie Tydeman as members of the Board, and to elect Florian Schuhbauer as new member of the Board. The AGM further re-elected Simon Duffy as Chairman of the Board.

Adoption of Balance Sheets and Income Statements, and resolution regarding treatment of MTG’s result

The AGM adopted the Income Statement and the Balance Sheet as well as the consolidated Income Statement and the consolidated Balance Sheet, and resolved that MTG’s retained earnings, the share premium reserve and the result for the year are to be carried forward.

Other resolutions

The AGM also resolved:

  • to approve the Board's Remuneration Report for 2021.
  • to approve remuneration to the Board and Auditor. A portion of the remuneration for the work in the Board was made conditional upon that the members invested such amount in MTG shares.
  • to re-elect KPMG AB as Auditor until the end of the 2023 Annual General Meeting. Helena Nilsson will continue as Auditor-in-charge.
  • to adopt the 2022 Incentive Plan, including resolutions regarding:
    • authorisation for the Board to resolve on a new issue of Class C shares;
    • authorisation for the Board te resolve to repurchase own Class C shares; and
    • transfer of own Class B shares to the participants in the plan.
  • to approve the Board’s proposal regarding an offer to repurchase warrants from the participants in MTG’s 2019 warrant plan.
  • to authorise the board to resolve on repurchases and transfers of own shares.
  • to approve the Board’s proposal on reduction of the share capital with SEK 5,269,340 by way of cancellation of the 1,053,868 Class B shares that MTG repurchased during the period 2 May – 7 June 2022.
  • to authorise the Board to resolve on new issues of Class B shares.

Press files
MTG - AGM press release
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