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The shareholders of Scout Gaming Group AB, are hereby given notice to attend the Annual General Meeting to be held at 1:00 p.m., Monday 25 May, at Advokatfirman Delphi, Mäster Samuelsgatan 17 in Stockholm. Registration and entry commence at 12:45 p.m.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:
- be entered in the shareholders’ register kept on behalf of the Company by Euroclear Sweden AB, as of Monday 18 May 2020, and
- notify the Company of its intention to participate, no later than Monday 18 May 2020.
Notification of participation shall be given in writing to Scout Gaming Group (publ), Attn: Årsstämma, Kaptensgatan 6, 3tr, 114 57 Stockholm, Sweden, or by e-mail to [email protected]. Such notice must contain full name alternatively company name, personal identification number or organisation number, address, daytime phone number and, where applicable, information regarding any attending representative or counsel (maximum two).
Personal data obtained from the share register kept by Euroclear Sweden AB, notice of attendance at the General Meeting and information on representatives, proxies and deputies will be used for registration, preparation of the voting list for the General Meeting and, where appropriate, the minutes of the General Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company’s handling of personal data, please refer to the Company’s privacy policy, https://www.scoutgaminggroup.com/privacy-policy.
NOMINEE-REGISTRERED SHARES
In order to exercise their voting rights at the Annual General Meeting, shareholders whose shares are registered under a nominee must temporarily register their shares in their own name, so the person concerned is registered in the share register kept by Euroclear Sweden AB, no later than Monday 18 May 2020. Such registration can be temporary.
REPRESENTATIVES AND POWER OF ATTORNEY
A person not present at the annual general meeting may exercise their right at the Annual General Meeting by a written, signed and dated Power of Attorney. The Company provides a Power of Attorney form at the Company’s website, www.scoutgaminggroup.com. The Power of Attorney form may also be collected at the Company or ordered via e-mail on the above address. If the Power of Attorney is issued by a legal entity, the registration certificate or equivalent authorization document, in regards of the legal entity, must be attached. To facilitate the entry at the meeting, Power of Attorney, registration certificates and other equivalent authorization documents must be available to the Company at the above address at the latest on Monday 18 May 2020. Please note that the possibility of having a representative or proxy exercise the shareholder’s voting rights at the Annual General Meeting requires that the shareholder has made a notification to attend the Annual General Meeting and is included in the share register in accordance with the above.
PROPOSED AGENDA
- Opening of the Annual General Meeting
- Election of Chairman at the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the Board of Directors’ proposed agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Address by the CEO and presentation of the annual report
- Resolutions regarding:
- adoption of the income statement and the balance sheet and consolidated income statement and consolidated balance sheet;
- allocation of the Company’s earnings in accordance with the duly adopted balance sheet; and
- discharge from liability for the Board of Directors and the CEO
- Determination of number of Directors and number of Auditors and any Deputy Auditors or registered auditor firm
- Resolution on fees for the Board of Directors and the Auditor
- Election of Directors, Chairman of the Board and Auditors and any Deputy Auditor or registered auditor firm
- Resolution on editorial changes of the Articles of Association
- Resolution on authorization for the Board of Directors to resolve on new issue of shares
- Closing of the Annual General Meeting
INFORMATION ON PROPOSED DIRECTORS
As stated in the notice to attend the Annual General Meeting the major shareholders’ propose re-election of the following four (4) ordinary Directors until the end of the next Annual General Meeting: Jörgen Ragnarsson, Carla Maree Vella, Atle Sundal and Anders Enochsson. Furthermore, Hans Isoz is proposed as ordinary Director until the end of the next Annual General Meeting. Anders Enochsson is proposed to be elected as Chairman of the Board of Directors. The current Chairman of the Board of Directors, Rolf Blom, has declined re-election. Descriptions of the proposed Directors can be found on the Company’s website.
NUMBER OF SHARES AND VOTES
The total number of shares in Scout Gaming at the time of issuance of the notice is 17,501,592, which correlates with the numbers of votes in the Company.
SHAREHOLDERS REQUEST FOR INFORMATION
Pursuant to Chapter 7, section 32 and 57 of the Swedish Companies Act (Sw. aktiebolagslagen), the Board of Directors and the CEO shall provide information at the Annual General Meeting, regarding circumstances that may affect the assessment of a matter on the agenda, or the Company’s economic situation or the Company’s relation to other group companies, if any shareholder requests so and the Board of Directors deems that it can be made without material damage to the Company.
DOCUMENTATION
Accounting records, audit report and the Board of Director’s complete proposals and other documentation required according to the Swedish Companies Act will be available at the Company’s office as stated above and on the Company’s website www.scoutgaminggroup.com no later than the date required by law. Copies of the mentioned documentation will be sent to those shareholders who request it and provides their postal address. All the documentation will also be presented at the Annual General Meeting.
