2022 Annual General Meeting Bulletin in G5 Entertainment AB (publ)

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The annual general meeting of G5 Entertainment AB (publ) took place at 7a Conference Center, Strandvägen 7a in stockholmon June 15, 2022.

Petter Nylander was elected president of the assembly. During the CEO meeting Vlad Suglobov presented the 2021 financial year and the current state of G5 Entertainment AB (ed.).

The meeting, among other things, decided on the following points:

Board Directors and Board Remuneration

Petter Nylander, Jeffrey RoseVlad Suglobov (CEO), Johanna Fagrell Köhler and Marcus Segal were re-elected as directors of the Council and Sara Börsvik was appointed new director. Petter Nylander was appointed Chairman of the Board of Directors.

It was decided that the remuneration of the Board should include SEK 625,000 to the president and SEK 295,000 each to the other directors appointed by the general meeting and who are not employees of the company. It was also decided that attendance fees, in addition to attendance fees, will be paid to the members of the company’s board of directors. Audit Committee and Compensation Committee. The fees of the chairman of the audit committee amount to SEK 125,000 and SEK 50,000 each, to be paid to the other members of the audit committee and the fees of the chairman of the compensation committee amount to SEK 50,000 and SEK 30,000 each to be paid to the other members of the compensation committee.

Dividend

The meeting decided to pay a dividend of SEK7.00 per share, in total TSEK 59,080 and that the remaining profits, in total TSEK 182,222, be carried over, as proposed by the Board. Payment of Euroclear Sweden is estimated to be made on June 22, 2022.

Discharge of responibility

The meeting decided to relieve the Board of Directors and the Chief Executive Officer of their responsibility for the 2021 financial year.

Listener

The meeting decided to appoint PwC as audit firm with Aleksander Lyckow as lead auditor for the period until the end of the next annual general meeting. The assembly also decided that the remuneration of the auditor will be paid according to the current account and the approved invoices.

Nominating Committee

The meeting approved the nomination committee’s proposal regarding the composition of the nomination committee.

Executive compensation

The meeting resolved to approve the 2021 Board of Directors Compensation Report and to adopt the Board of Directors’ proposal regarding the guidelines for the compensation of senior executives.

Long-term performance-based share program for senior management and key employees

It was decided to implement a performance-based long-term incentive program for senior management and key employees of the Company and its subsidiaries (“LTIP 2022“). The program is equity-based and includes approximately 400 executives and other key employees of the Company or its subsidiaries. The vesting period is approximately 3 years. At the end of the vesting period, participants will be granted ordinary shares in the Company for free, subject to the satisfaction of certain performance conditions.The allocation of shares under the LTIP 2022 requires that participants remain employees of the Company or of one of its subsidiaries throughout the vesting period. In addition, certain levels of performance linked to the evolution of the total shareholder return on the ordinary share of the Company (“RST“) must be reached. For there to be an allocation, the TSR must be greater than 73% over the entire vesting period, corresponding to 20% per year. A maximum allocation is allocated if the TSR reaches or exceeds 146% over the entire vesting period, corresponding to 35% per year.

A maximum of 160,000 ordinary shares may be allocated to participants in the 2022 LTIP, corresponding to a dilutive effect of 1.76%. The total costs for the LTIP 2022 are estimated at approx. 16.6 million Swedish crowns at the maximum allocation.

The objective of the LTIP 2022 is to increase the possibilities of recruiting and retaining competent employees and to increase the commitment and motivation of participants in the program and to strengthen the links of participants with the G5 group and its shareholders.

In order to secure the delivery of the shares within the framework of the 2022 LTIP, it was decided, as indicated below, to authorize the Board of Directors to decide on a directed issue of class C shares, to authorize the Board of Directors to decide on the acquisition of Class C treasury shares and to transfer treasury ordinary shares to participants of the LTIP 2022.

Long-term performance-based share program for the CEO

It was decided to invite the Company’s Chief Executive Officer, who is also a Board member, to participate in the 2022 LTIP. .

Authorization to be given to the Board to decide on the issue of class C shares

The meeting decided to authorize the board of directors, until the end of the next general meeting, to increase the share capital of the company on one or more occasions by issuing a maximum of 160,000 category C shares. . By way of derogation from the shareholders’ preferential subscription right, a bank will have the right to subscribe to the new category C shares at a subscription price corresponding to the quotient of the shares. The authorization and the reason for the waiver of the preferential subscription right of shareholders in connection with the issue of class C shares are intended to secure the delivery of the shares to participants in the LTIP 2022.

Authorization to be given to the Board to decide to acquire own category C shares

The meeting decided to authorize the board of directors during the period until the end of the next general meeting to acquire, on one or more occasions, own shares of category C. Acquisitions can only be made through a public offer addressed to all holders of class C shares and will relate to all class C shares in circulation. The number of shares acquired may not cause the Company to hold at any time more than 10% of the total number of shares of the Company. The acquisitions will be made at a purchase price corresponding to the value quotient of the share. Payment for class C shares will be made in cash. The purpose of the authorization is to secure the delivery of shares to participants in the 2022 LTIP.

Sale of own ordinary shares

The meeting decided not to sell more than 160,000 ordinary shares of the Company (or the higher number of ordinary shares that would result from a recalculation resulting from a free allocation, a division, a preferential allocation or similar measures). The ordinary shares will be transferred, free of charge, to participants in the LTIP 2022, who under the terms and conditions of the LTIP 2022, are entitled to receive ordinary shares of the Company and in accordance with the other conditions of the LTIP 2022. The reasons for the waiver to the shareholders’ pre-emptive right is that the sale of the shares is part of the execution of the 2022 LTIP.

Authorization to be given to the Board to decide on the issue of ordinary shares

The meeting decided to authorize the board of directors, until the end of the next general meeting, to rule on one or more occasions on the issue of ordinary shares. Payment can be made in cash, in kind, through set-off or under the conditions set out in Chapter 2, Section 5 of the Swedish Companies Act.

The number of shares issued under this authorization must correspond to a maximum of ten (10) percent of the share capital consisting of ordinary shares issued at the General Meeting of 2022.

Authorization to be given to the Board to decide on the acquisition and sale of own ordinary shares

The assembly decided to authorize the Advice for the until the end of the next Ordinary General Meeting to decide, on one or more occasions, the acquisition and transfer of the company’s own ordinary shares according to certain conditions. The authorization is intended to provide the board of directors with greater possibilities to adapt the capital structure of the company from time to time to the capital requirement and to allow the board to transfer shares in the context of acquisitions of companies by payment in the form of the company’s own shares.

Resolution to modify the statutes

The assembly decided to modify the statutes in accordance with the proposal of the board of directors.

Capital reduction resolutions by way of cancellation of treasury shares and capital increase by free allocation

The meeting decided to reduce the share capital by canceling the treasury shares which were repurchased by the board of directors on the basis of the authorization given at the annual general meeting of 2021. The reduction of the share capital will be done with SEK15,293.30 by way of cancellation of 150,000 shares.

The meeting also decided to increase the share capital by free allocation of an amount corresponding to SEK15,293.30, which is equal to the amount by which the share capital is reduced by way of cancellation of shares, as indicated in the section above. The free issue will be carried out with the amount transferred from equity without issuing new shares.

For more information, please contact:
Vlad Suglobov, CEO, [email protected]Stefan WikstrandCFO, +46 76 00 11 115

About G5 Entertainment
G5 Entertainment AB (Publ) (G5) develops and publishes free, high-quality games for smartphones, tablets and personal computers that are family friendly, easy to learn and aimed at the widest audience of experienced and novice gamers. The company distributes its games through the G5 ShopApple app store, Google Play, Amazon Appstore and Microsoft Store. The company’s portfolio includes popular games such as Jewels of Rome®, Sherlock: Hidden Match-3 Cases, Jewels of the Wild West®, Hidden City®, Mahjong Journey®, The Secret Society® and Wordplay: Search Word Puzzle( TM).

Through its head entity G5 Entertainment AB (published), G5 Entertainment Package is listed on the mid-cap segment of the main market of Nasdaq Stockholm under the trading symbol G5EN.ST. For six years in a row, G5 Entertainment was named one of Deloitte’s 50 fastest growing technology companies in Sweden.

More information on G5 Entertainment can be found at: https://corporate.g5e.com

https://news.cision.com/g5-entertainment-ab/r/bulletin-from-the-annual-general-meeting-2022-in-g5-entertainment-ab–publ-,c3586283

(c) Decision 2022. All rights reserved., sources Press Releases – English

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