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Shareholders of G-Loot Global Esports AB

notice of general meeting (publ) reg. no. 556981-0517, with registered office in Stockholm, are hereby summoned to the annual general meeting on Monday 21 June 2021

Notification etc.

Shareholders who wish to attend the annual general meeting must

firstly be recorded in the share register maintained by Euroclear Sweden AB concerning to the circumstances on Friday 11 June 2021,

secondly have notified its intention to participate at the annual general meeting by casting its advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the company no later than Friday 18 June 2021.

The personal data provided as part of the notification will be processed and used only for the purpose of the annual general meeting. For further information on processing of personal data, please see below.

Nominee-registered shares

To be entitled to participate in the annual general meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 11 June 2021. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the second banking day after 11 June 2021 are taken into account when preparing the register of shareholders.

Proxy etc.

Shareholders who are represented by proxy shall issue a written and dated power of attorney for the proxy, or, in the event that the right to represent the shareholder's shares are divided between several persons, the proxies with a specification of the number of shares each proxy is entitled to represent. The power of attorney is valid for a maximum of one year, or such longer time as specified in the power of attorney, although a maximum of five years from issuance. If the power of attorney is issued by a legal entity, a certified copy of a certificate of registration or a corresponding document, showing the right to issue the power of attorney, shall be enclosed to the form. The form for power of attorney is available at the company's website, investor.gloot.com, and will be sent to shareholders who has requested it and stated its address.

Advance voting

The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so- called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting, which is available on the company's website, investor.gloot.com. No separate notification is required, thus, the advance voting form is considered as the notification of participation. The completed form must be received by G-Loot no later than Friday 18 June 2021.

The form shall be sent to Advokatfirman Vinge KB, by e-mail to GLootAGM@vinge.se or by mail to Advokatfirman Vinge KB, Att. Joel Magnusson, Box 1703, SE-111 87 Stockholm, Sweden. If the shareholder advance votes by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of registration or a corresponding document shall be enclosed to the form. The power of attorney in original and certificate of registration (if applicable) shall well in advance of the meeting be sent by mail to the company at the above-mentioned address. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

Number of shares and votes

As per the date of this notice there are a total of 3,658,742 shares and votes in the company.

Proposed agenda

  1. Election of Chairman of the meeting. 
  2. Election of one or two persons to verify the minutes.
  3. Preparation and approval of the voting register.
  4. Approval of the agenda.
  5. Determination of whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report on the consolidated financial statements.
  7. Resolution on:
    a) the adoption of the income statement and the balance sheet and of the consolidated income statement and the consolidated balance sheet,
    b) the proposed treatment of the company's earnings as stated in the adopted balance sheet, and
    c) the discharge of liability for the members of the Board and the Chief Executive Officer.
  8. Determination of the number of Board members and auditors.
  9. Determination of remuneration to the Board and the auditors.
  10. 10. Election of Board members:
    a) Jonas Eriksson,
    b) Håkan Jerner,
    c) Johan Persson, and
    d) Louise Ringström Grandinson.
  11. Election of Chairman of the Board:
    a) Jonas Eriksson.
  12. Election of auditors.
  13. Proposal regarding resolution on instruction for the Nomination Committee.
  14. Proposal regarding resolution on issue of warrants to senior executives.
  15. Proposal regarding resolution on issue of warrants to the Board.
  16. Proposal regarding resolution on a long-term incentive program 2021.
  17. Proposal regarding resolution on authorization for the Board to resolve on issue of new shares.

PROPOSED RESOLUTIONS

Election of Chairman of the meeting (item 1)

The Nomination Committee proposes that Jonas Eriksson, or, if he has an impediment to attend, the person proposed by him, is elected to be the Chairman of the annual general meeting.

Election of one or two persons to verify the minutes (item 2)

Marcus Plyhr, Norron, and Caroline Sjösten, Swedbank Robur, or if one or both of them have an impediment to attend, the person or persons instead appointed by the Board, are proposed to be elected to approve the minutes of the annual general meeting together with the Chairman. The task of approving the minutes of the annual general meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the annual general meeting.

Preparation and approval of the voting register (item 3)

The Board proposes that the voting list proposed for approval under item 3 on the agenda is the voting list drawn up by the company, based on the share register of the annual general meeting and advance votes received, which has been verified and recommended by the persons approving the minutes.

Resolution on the proposed treatment of the company's earnings as stated in the adopted balance sheet (item 7 b))

The Board of Directors proposes that the loss for the financial year, SEK -253,474,548, and the accrued loss, -232,853,266, is settled against the share premium reserve and that the then remaining share premium reserve, SEK 348,008,912 is brought forward and thus, that no dividend is paid.

Determination of the number of Board members and auditors (item 8)

The Nomination Committee proposes that the Board shall consist of four members and that the company shall have one registered accounting firm as auditor.

Determination of remuneration to the Board and auditors (item 9)

The Nomination Committee proposes that the remuneration to the Chairman shall amount to SEK 450,000 and that the remuneration to the other Board members shall amount to SEK 200,000. No remuneration is paid to Board members who are employed by the company.

The Nomination Committee further proposes that the remuneration to the auditors shall be paid in accordance with approved invoices.

Election of Board members (item 10)

For the time being until the close of the next annual general meeting, the Nomination Committee proposes re- election of the Board members Jonas Eriksson, Johan Persson and Håkan Jerner and new election of Louise Ringström Grandinson.

Louise Ringström Grandinson

Louise has a background within finance and has previously worked as, inter alia, CFO/Business controller within the Axel Johnson group and SCA, thereafter with digital business development within Walt Disney Company and subsequently as the first person recruited to the executive management of MAG Interactive in advance of the IPO. Has, in recent times, had senior positions within Oscar Properties and is today the CEO of SRS Security. Louise has many years of experience from M&A, business development and start-ups, as well as Board work in several Boards.

Current assignments: CEO of SRS Security, Board member in Convendum.

Education: Master of Financial Management from Stockholm School of Economics.

Louise Ringström Grandinson is independent in relation to major shareholders as well as in relation to the company and its management. Election of Chairman of the Board (item 11)

For the time being until the close of the next annual general meeting, the Nomination Committee proposes that Jonas Eriksson shall be re-elected as Chairman of the Board.

Election of auditors (item 12)

For the time being until the close of the next annual general meeting, the Nomination Committee proposes that the registered accounting firm Ernst & Young Aktiebolag shall be re-elected as auditor. Ernst & Young Aktiebolag has informed that the authorised public accountant Hamish Mabon will be appointed auditor-in-charge if Ernst & Young Aktiebolag is re-elected as auditor.

Proposal regarding resolution on instruction for the Nomination Committee (item 13)

The Nomination Committee proposes that the Chairman of the Board, in consultation with the largest shareholders of the company, is instructed to appoint a Nomination Committee for the annual general meeting 2022. The Nomination Committee shall consist of members appointed by the four largest shareholders of the company in terms of votes, according to Euroclear Sweden AB's share register on 30 September, who together with the Chairman of the Board shall form the Nomination Committee. If any of these shareholders renounce from its right to appoint a representative, the right to appoint such representative shall pass to the largest shareholder in turn in terms of votes which is not already entitled to be represented on the Nomination Committee.

The Nomination Committee shall appoint a Chairman amongst its members. In the event that an already appointed member resigns from the Nomination Committee, the shareholder who had appointed that member shall be entitled to, within reasonable time, appoint a new member. If the shareholder renounces its right to appoint a member, the right to appoint such new member shall pass to the largest shareholder in turn in terms of votes which is not already represented on, or has renounced its right to appoint a member of the Nomination Committee.

In the event that one or more shareholders who have appointed members of the Nomination Committee, during the Nomination Committee's term of office, ceases to be one of the four largest shareholders of the company in terms of votes, members appointed by such shareholders shall make their seats available, if requested by one or more shareholders who after such change have become one of the four largest shareholders of the company in terms of votes, who in such case shall be entitled to appoint own members. No changes to the composition of the Nomination Committee shall be made if the changes in voting power are only minor or if a more material change occurs less than three months prior to the annual general meeting. However, shareholders who have become one of the four largest shareholders of the company due to a more material change in number of votes which occurs less than three months prior to the annual general meeting shall be entitled to appoint a member to be co-opted to the Nomination Committee.

The Nomination Committee shall be appointed and its composition announced no later than six months prior to the annual general meeting. The company shall carry costs related to evaluation and recruitment. Remuneration shall not be paid to the members of the Nomination Committee.

The nomination committee shall prepare proposals in respect of the following issues for the annual general meeting to resolve upon: (i) proposal on members of the Board of Directors, (ii) proposal on Chairman of the general meeting, (iii) proposal on Chairman of the Board, (iv) proposal on remuneration to the Chairman of the Board and other Board members who are not employees and, as applicable, remuneration for work on Board committees, (v) proposal on auditor, (vi) proposal on remuneration to the auditor and (vii) in so far as it seems appropriate, proposal on, changes to the current instruction for the Nomination Committee.

Proposal regarding resolution on issue of warrants to senior executives (item 14)

The Board of Directors in G-Loot Global Esports AB (publ) (the "Company") proposes that the annual general meeting resolves on an issue of warrants to senior executives in the Company. For further information, please see the Swedish language version of the notice and the Board's complete proposal.

Proposal regarding resolution on issue of warrants to the Board (item 15)

Johan Persson (the "Proposer") proposes that the annual general meeting in G-Loot Global Esports AB (publ) (the "Company") resolves on an issue of warrants to Board members in the Company who are not employed by the Company. For further information, please see the Swedish language version of the notice and the Proposer's complete proposal.

Proposal regarding resolution on a long-term incentive program 2021 (item 16)

The Board of Directors in G-Loot Global Esports AB (publ) (the "Company") proposes that the annual general meeting resolves on (A) a long-term incentive program ("LTIP 2021"), (B) an issue of warrants and (C) transfer of shares and/or warrants. For further information, please see the Swedish language version of the notice and the Board's complete proposal.

Proposal regarding resolution on authorization for the Board to resolve on issue of new shares (item 17)

The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors, at one or several occasions and for the period until the next annual general meeting, to increase the company's share capital by issuing new shares. Such share issue may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The number of shares that may be issued under the authorization may not entail a dilution effect of more than 10 per cent, based on the number of outstanding shares and votes at the time of the annual general meeting.

The purpose of the authorization is to increase the financial flexibility of the company and the general flexibility of the board of directors. Should the Board resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance acquisitions of businesses, assets or to raise working capital or broaden the shareholder base. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.

The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.

Majority requirements

A resolution in accordance with items 14, 15 and 16(B)-(C) above requires approval of at least nine tenths of the votes cast and the shares represented at the annual general meeting. A resolution in accordance with item 17 above requires approval of at least two thirds of the votes cast and the shares represented at the annual general meeting.

Resolutions in accordance with items 16(A)-(C) constitutes one joint proposal and shall be resolved upon as one resolution.

Processing of personal data

For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.   

___________________

The shareholders are notified of their right to request information according to Chapter 7 Section 32 of the Swedish Companies Act. A request of such information shall be provided in written form to G-Loot by mail or e-mail at the above-mentioned addresses no later than 11 June 2021. The information will be made available at the company's premises and on their website no later than 16 June 2021. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

In order to reduce the risk of spreading the virus and with regard to the authorities' regulations and advice on avoiding public gatherings, the annual general meeting is carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the annual general meeting will be held without physical presence.

The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

___________________

Stockholm, May 2021
G-Loot Global Esports AB (publ)
The board of directors

N.B. This is an in-house translation of the Swedish notice. In case of any discrepancies, the Swedish language version shall prevail.

2021-05-24

notice of general meeting (publ) reg. no. 556981-0517, with registered office in Stockholm, are hereby summoned to the annual general meeting on Monday 21 June 2021

2021-03-23

reg. no. 556981-0517, with registered office in Stockholm, are hereby summoned to the extraordinary general meeting on Tuesday 13 April 2021

2021-02-15

The CEO and the Chairman of the Board swap roles in the Swedish esport platform G-Loot. To prepare the company for the next step, the founder and CEO Patrik Nybladh swaps roles with Chairman of the Board, Johan Persson, who is now appointed CEO.

2020-10-07

Now the Swedish start-up is getting ready to expand its service across gaming platforms and create a strong, global brand.

2019-12-23

We are thrilled that EA has selected G-Loot with its brand GLL for its first Apex Legends Global Series - The First International Esports Program for the Franchise.

2019-07-19

This week, 16 of the world's best teams in the game PLAYERUNKNOWN'S BATTLEGROUNDS (PUBG) will face each other to compete for $300,000. All eyes will be on the premier esports event in Stockholm, GLL Grand Slam: PUBG Classic. Millions of viewers across the globe will cheer on their favorite esports teams as they fight for survival throughout the course of three days (July 19-21).

2019-03-14

Today, Stockholm-based esports company G-Loot, with its Battle Royale brand GLL, announces its partnership with PUBG Corporation (PUBG Corp.) to host a new PUBG Classic event, GLL GRAND SLAM: PUBG Classic. The multi-regional tournament for PLAYERUNKNOWN'S BATTLEGROUNDS (PUBG) will be held in Stockholm from July 19-21, 2019. GLL is one of the largest platforms and tournament organizers for battle royale esports competitions. With the GLL GRAND SLAM, the company is looking to attract a worldwide audience by organizing one of the largest tournaments in PUBG esports that includes 16 top teams from North America, Europe, Oceania, and Latin America.

2019-03-05

Swedish esports company G-Loot has secured 25 million US dollars, approximately 230 million SEK. This is one of the largest investments ever made in a European esports company. The funds raised will be devoted to increasing the pace with which competitions with cash prizes are offered in PC and mobile gaming to more players globally. The major current owners, including Swedbank Robur and the Nordic Asset Management company Norron, have participated in the heavily oversubscribed emission.

2018-08-10

This weekend it's time for the Grand Final of GLL Season II in one of the world's largest games: PlayerUnknown's Battlegrounds. The Grand Final of the league which will be held at Nobelberget in Stockholm, August 10th-12th, will feature the top 16 teams from the Western world that have qualified through the regular season that has been online. Millions of viewers are expected to follow the final where the players will compete for a prize pool of $100,000 USD.

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