reg. no. 556981-0517, with registered office in Stockholm, are hereby summoned to the annual general meeting on Tuesday 28 June 2022
Shareholders who wish to participate, through advance voting, in the meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday 17 June 2022, and
- give notice of participation to the company by casting their advance votes 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 on Monday 27 June 2022.
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.
To be entitled to participate in the annual general meeting, in addition to providing notification of participation through advance voting, 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 17 June 2022. 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 which have been duly effected in the share register maintained by Euroclear Sweden AB, no later than on 21 June 2022, are taken into account when preparing the register of shareholders.
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.
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 (2022:121) 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. A submitted advance voting form is considered as the notification of participation. The completed form must be received by the company no later than Monday 27 June 2022.
The form shall be sent to Advokatfirman Vinge KB, by e-mail to GLootAGM2022@vinge.se or by mail to Advokatfirman Vinge KB, Att. Gabriel Chabo, Box 1703, SE-111 87 Stockholm, Sweden. If the shareholder votes in advance by proxy, a signed and dated 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 also be enclosed to the form. The power of attorney in original and certificate of registration (if applicable) or corresponding document 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.
- Election of chairman of the meeting.
- Election of one or two persons to approve the minutes.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- 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.
- 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 Board members and Chief Executive Officers.
- Determination of the number of Board members and auditors.
- Determination of remuneration to the Board of Directors and the auditors.
- Election of Board members:
a) Jonas Eriksson,
b) Håkan Jerner,
c) Johan Persson, and
d) Louise Ringström Grandinson.
- Election of chairman of the Board of Directors:
a) Jonas Eriksson.
- Election of auditors.
Election of chairman of the meeting (item 1)
Shareholders representing 20.8 percent of the shares and votes in the company propose 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 approve the minutes (item 2)
Marcus Plyhr, Norron AB, or if he has an impediment to attend, the person instead appointed by the Board of Directors, is 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 of Directors 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 -139,483,677 is settled against the share premium reserve and that the then remaining share premium reserve, SEK 208,938,426 is brought forward and thus, that no dividend is paid.
Determination of the number of Board members and auditors (item 8)
Shareholders representing 20.8 percent of the shares and votes in the company propose that the Board of Directors shall consist of four members and that the company shall have one registered accounting firm as auditor.
Determination of remuneration to the Board of Directors and auditors (item 9)
Shareholders representing 20.8 percent of the shares and votes in the company propose that the remuneration to the chairman shall amount to SEK 450,000 (450,000) and that the remuneration to the other Board members shall amount to SEK 200,000 (200,000). No remuneration is paid to Board members who are employed by the company.
Shareholders representing 20.8 percent of the shares and votes in the company further propose 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, shareholders representing 20.8 percent of the shares and votes in the company propose re-election of the Board members Jonas Eriksson, Johan Persson, Håkan Jerner and Louise Ringström Grandinson.
Election of chairman of the Board of Directors (item 11)
For the time being until the close of the next annual general meeting, shareholders representing 20.8 percent of the shares and votes in the company propose that Jonas Eriksson shall be re-elected as chairman of the Board of Directors.
Election of auditors (item 12)
For the time being until the close of the next annual general meeting, shareholders representing 20.8 percent of the shares and votes in the company propose 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.
Processing of personal data
For information on how your personal data is processed, please see the integrity policy that is available at Euroclear's website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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 any 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.
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, in accordance with Section 23 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, be provided in written form to G-Loot by mail or e-mail at the above-mentioned addresses no later than 18 June 2022. The information will be made available at the company's premises and on their website no later than 23 June 2022. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Stockholm, May 2022
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.