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2021-04-08

Notice of Annual General Meeting in Stillfront Group AB (publ)

The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (the "Company" or "Stillfront"), are hereby given notice of the annual general meeting to be held on Tuesday, 11 May 2021. In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the annual general meeting will be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to exercise their voting rights only by postal voting prior to the annual general meeting.

Stillfront will carry out a webcast with the chairman of the board of directors, the Chief Executive Officer and the external auditor on 4 May 2021 at 16:00 on https://tv.streamfabriken.com/stillfront-q-and-a-agm-2021. In the webcast, the chairman of the board and the Chief Executive Officer will, among other things, give their views on the past year and provide answers to questions received from shareholders.

RIGTH TO PARTICIPATE AND NOTICE OF ATTENDANCE
Shareholders who wish to participate at the annual general meeting must:

  • be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date which is Monday, 3 May 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 Wednesday, 5 May 2021; and
  • notify their intention to participate by having submitting a postal vote in accordance with the instructions set out in the section “Postal voting” by way of mail to Stillfront Group AB (publ), ”AGM”, Sveavägen 9, SE-111 57 Stockholm or electronically via the web link provided on the Company’s website in such time so that the Company receives the postal vote no later than Monday, 10 May 2021. Please note that the notification to the annual general meeting can only be made by postal voting.

POSTAL VOTING
The board of directors has decided that shareholders shall have the opportunity exercise their voting rights only by postal voting pursuant to sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions of General Meetings in Companies and Associations. A shareholder who wishes to exercise its voting rights shall use a special form for postal voting. The form for postal voting will be made available via a web link on the Company’s website https://www.stillfront.com/en/arsstamma-agm-2021/. Complete forms must be received by the Company no later than Monday, 10 May 2021. The postal voting form can also be sent by way of mail to Stillfront Group AB (publ), "AGM", Sveavägen 9, SE-111 57 Stockholm. The submission of a postal voting form is considered as a notification of participation at the annual general meeting.

The shareholder cannot give any instructions other than by marking one of the stated alternatives for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Stillfront will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

For questions about the annual general meeting or to receive a postal voting form or proxy form by post, please contact: Stillfront Group AB (publ), "AGM", Sveavägen 9, SE-111 57 Stockholm or send an e-mail to agm@stillfront.com.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the annual general meeting by submitting a postal vote, those having their shares registered in the name of a nominee must have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday, 5 May 2021. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS
Shareholders can vote by post at the annual general meeting through proxies with a written, signed and dated power of attorney. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document shall be attached. The power of attorney shall be attached to the mail voting form.

A proxy form is available at the Company’s website, https://www.stillfront.com/en/arsstamma-agm-2021/.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act to request that the board of directors and Chief Executive Officer provide information at the annual general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company's or a group Company's financial position. The obligation to provide information also applies to the Company's relationship to other group companies. Information must be provided if it can take place without significant harm to the Company.

Requests for such information must be submitted in writing to the Company at its address Stillfront Group AB (publ), ”AGM”, Sveavägen 9, SE-111 57 Stockholm, or via e-mail to agm@stillfront.com, no later than Saturday, 1 May 2021.The information is provided by the Company by keeping it available at the Company’s website https://www.stillfront.com/en/arsstamma-agm-2021/ and its head office Sveavägen 9, SE-111 57 Stockholm no later than Thursday, 6 May 2021. The information will also be sent to those shareholders who so request and submit their postal address or e-mail address.

PROPOSED AGENDA

  1. Opening of the meeting
  2. Appointment of the chairman for the meeting
  3. Election of one or two persons to approve the minutes
  4. Preparation and approval of the voting register
  5. Approval of the agenda
  6. Examination of whether the meeting has been duly convened
  7. Presentation of annual report and the auditor's report and consolidated accounts and auditor’s report for the group
  8. Resolution on:
  1. adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet
  2. allocation of the Company’s profit or loss according to the adopted balance sheet
  3. discharge from liability for the directors of the board and the Chief Executive Officer
  1. Presentation of the remuneration report for approval
  2. Resolution on the number of directors of the board to be appointed
  3. Resolution to establish the remuneration for the directors of the board and the auditors
  4. Appointment of the board of directors
  5. Appointment of the chairman of the board of directors
  6. Appointment of auditor
  7. Resolution on nomination committee
  8. Resolution to adopt the remuneration guidelines for executive management
  9. Resolution on long-term incentive program (LTIP 2021/2025)
  10. Resolution on (a) issue of warrants and (b) approval of transfer of warrants
  11. Resolution on authorization for the board of directors to issue shares, warrants and convertible debt
  12. Resolution on a directed new share issue to the sellers of Imperia Online JSC
  13. Resolution on a directed new share issue to the sellers of Playa Games GmbH
  14. Resolution on a directed new share issue to the sellers of Storm8, Inc.
  15. Resolution on a directed new share issue to the sellers of Candywriter LLC
  16. Resolution to amend the Company’s articles of association
  17. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chairman for the meeting (item 2)

The nomination committee proposes Jan Samuelson as chairman of the meeting, or in the event of his absence, the person appointed by a representative of the nomination committee.

Election of one or two persons to approve the minutes (item 3)

The board of directors proposes Caroline Sjösten (Swedbank Robur) and Jonas Linnell (SEB Fonder), or in the event of absence of one or both of them, the person(s) appointed by the board of directors, to approve the minutes. The assignment to approve the minutes also includes checking the voting list and that the received postal votes are recorded correctly in the minutes of the meeting.

Preparation and approval of the voting register (item 4)

The voting register that is proposed to be approved is the voting register that poströsta.se has prepared on behalf of the Company, based on the shareholders register and received postal votes and which has been verified an approved by the persons approving the minutes.

Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet (item 8 b)
The board of directors and the Chief Executive Officer propose, in accordance with the proposal included in the annual report, that the annual general meeting resolves that the residue of this year’s result of SEK 8,346,330,821 shall be carried forward.

Resolution on discharge from liability for the directors of the board and the Chief Executive Officer (item 8 c)
The auditor recommends that the annual general meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the Chief Executive Officer in the following order:

  1. Jan Samuelson, chairman of the board of directors
  2. Erik Forsberg, member of the board of directors
  3. Katarina G. Bonde, member of the board of directors
  4. Birgitta Henriksson, member of the board of directors
  5. Ulrika Viklund, member of the board of directors
  6. Kai Wawrzinek, member of the board of directors
  7. Jörgen Larsson, Chief Executive Officer

Presentation of the remuneration report for approval (item 9)

The board of directors proposes that the annual general meeting approves the remuneration report for 2020.

Resolution on the number of directors of the board to be appointed (item 10)

The nomination committee proposes that the board of directors shall consist of six directors without deputy directors.

Resolution to establish the remuneration for the directors of the board and the auditors (item 11)

The nomination committee proposes that the total fees to be paid to the board members for the period until the next annual general meeting shall be SEK 2,030,000 (S...

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