In order to prevent the spread of the coronavirus infection (covid-19), the board of directors has decided that the extraordinary general meeting shall be held without physical presence of shareholders, proxies or external parties and that the shareholders shall exercise their voting rights by post.
PARTICIPATION AT THE EXTRAORDINARY GENERAL MEETINGShareholders who wish to participate in the extraordinary general meeting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday 13 January 2021 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Friday 15 January 2021; and
- notify their intention to participate by submitting a postal vote in accordance with the instructions in the section “Voting by post” below in such time that Computershare AB receives the postal vote by Wednesday 20 January 2021, at the latest.
VOTING BY POSTShareholders may exercise their voting rights by a postal vote pursuant to sections 20 and 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. The shareholders shall use the voting form and follow the company’s instructions that are available on the company’s website, www.mtg.com. A completed and signed voting form should be sent either:
- by mail to Computershare AB, “EGM of MTG”, Box 5267, SE-102 46 Stockholm; or
- by email to email@example.com; or
- electronically with BankID through the company’s website, www.mtg.com.
Completed voting forms must be received by Computershare AB by Wednesday 20 January 2021, at the latest.
If the shareholder votes by proxy, a power of attorney and other authorisation documents shall be enclosed with the voting form. A proxy form is available on the company’s website, www.mtg.com.PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Election of two persons to verify the minutes of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the meeting was duly convened
- Resolution on approval of the board of directors’ resolution to issue class B shares with preferential rights for the company’s shareholders
- Resolution on authorisation for the board of directors to resolve on issue of class B shares
- Resolution on issue of class B shares to certain sellers of Hutch Games with payment by way of set-off
- Resolution on approval of issue of new shares in MTG Esports Holding AB with payment in kind
- Resolution on implementation of long term incentive program
- Resolution on alternative hedging and share delivery arrangement under the long term incentive program through:
- Authorisation for the board of directors to resolve on a directed issue of class C shares
- Authorisation for the board of directors to resolve on acquisition of own class C shares
- Transfer of own class B shares to participants in the long term incentive program
- Closing of the meeting
THE BOARD OF DIRECTORS’ PROPOSALS
Item 2: Election of chairman of the meeting
The board of directors proposes that advokat Fredrik Palm, or in his absence, any person appointed by him, is elected chairman of the meeting.
Item 3: Election of two persons to verify the minutes of the meeting
The board of directors proposes that Mats Gustafsson, representing Lannebo Fonder, and Johannes Wingborg, representing Länsförsäkringar Fonder, or, if one or both of them are absent, any person or persons appointed by the board of directors, are elected to verify the minutes of the meeting.
The assignment to verify the minutes shall also include verifying the voting list and that the received postal votes are correctly reflected in the minutes.
Item 4: Preparation and approval of the voting list
The board of directors proposes that the voting list prepared by Computershare AB based on the company’s share register and the postal votes received by the company (and verified and approved by the persons that are elected to verify the minutes of the meeting) is approved as voting list for the meeting.
Item 7: Resolution on approval of the board of directors’ resolution to issue class B shares with preferential rights for the company’s shareholders