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RNS - NOTICE OF ANNUAL GENERAL MEETING IN ENAD GLOBAL 7 AB (PUBL)

Company: Enad Global 7 AB Date: 2025-05-12 Language: English Register to download
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# NOTICE OF ANNUAL GENERAL MEETING IN ENAD GLOBAL 7 AB (PUBL)

**The shareholders of Enad Global 7 AB (publ), reg. no. 556923-2837 (the "Company"), are hereby invited to the annual general meeting on Wednesday 11 June 2025 at 16:30 CET at Baker McKenzie Advokatbyrå on Vasagatan 7, 101 23 Stockholm.**

## **Right to attend and notification**

*Participation by presence at the meeting venue* Shareholders who wish to attend the annual general meeting by presence at the meeting venue, in person or through a proxy, must:

i. on the record date, which is on Monday 2 June 2025, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation and any assistants (no more than two) no later than on Wednesday 4 June 2025 in writing to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm or via e-mail to simon.olofsson@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

## *Participation through advance voting*

Shareholders who wish to attend the annual general meeting by advance voting (so-called postal voting), in person or through a proxy, must:

i. on the record date, which is on Monday 2 June 2025, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on Wednesday 4 June 2025.

A special form shall be used for advance voting. The form is available on the Company's website, www.enadglobal7.com. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed and signed form shall be sent in writing to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm or via e-mail to simon.olofsson@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

Further instructions and conditions are included in the form for advance voting.

Please note that anyone who wants to attend the meeting, physically or by proxy, must report this in accordance with the instructions under the heading "Participation by presence at the meeting venue" above. This means that a registration only by advance vote is not sufficient for those who want to physically attend the annual general meeting.

# **Nominee shares**

Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Monday 2 June 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 4 June 2025 will be considered in preparations of the share register.

# **Proxy etc.**

Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Wednesday 4 June 2025. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.

A proxy form will be available on the Company's website, www.enadglobal7.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

# **Draft agenda**

- 1. Opening of the meeting and election of chairman of the meeting
- 2. Preparation and approval of the voting list
- 3. Approval of the agenda
- 4. Election of one or more persons to certify the minutes
- 5. Examination of whether the meeting has been duly convened
- 6. Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
- 7. Resolutions regarding:
	- a. adoption of income statement and balance sheet and the group income statement and the group balance sheet;
	- b. the profit or loss of the Company in accordance with the adopted balance sheet; and
	- c. discharge from liability of the board of directors and the managing director.
- 8. Determination of the number of directors and auditors
- 9. Determination of fees to the board of directors and to the auditors
- 10. Election of the board of directors and auditors

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- 11. Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
- 12. Resolution regarding authorization for the board to resolve on repurchase and transfer of own shares
- 13. Closing of the meeting

# **Proposed resolutions**

# **Item 1: Opening of the meeting and election of chairman of the meeting**

The nomination committee proposes that Carl Isaksson, attorney at law, at Baker McKenzie Advokatbyrå is appointed as chairman of the general meeting or, in his absence, the person appointed by him.

**Item 7.b: Resolution the profit or loss of the Company in accordance with the adopted balance sheet** The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

# **Item 8-10: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors**

The nomination committee proposes that the board shall consist of six directors without deputies. The nomination committee further proposes that the Company shall have one registered audit firm as auditor.

The nomination committee proposes that the remuneration shall amount to SEK 2,225,000 in total (SEK 2,800,000 previous year) and be paid to the board of directors and the members of the established committees in the following amounts (unchanged from the previous year):

- SEK 250,000 (SEK 250,000) for each of the non-employed directors and SEK 600,000 (SEK 600,000) to the chair provided that the chair is not an employee;
- SEK 100,000 (SEK 100,000) to the chair of the audit committee and SEK 75,000 (SEK 75,000) to each of the other members of the audit committee;
- SEK 75,000 (SEK 75,000) to the chair of the remuneration committee and SEK 50,000 (SEK 50,000) to each of the other members of the remuneration committee; and
- SEK 100,000 (SEK 100,000) to the chair of the contract oversight committee and SEK 75,000 (SEK 75,000) to each of the other members of the contract oversight committee.

Upon recommendation from the renumeration committee, the nomination committee wishes to inform the shareholders that the board may decide – subject to observance of the conflict of interest rules – in the period up to the next annual general meeting to assign individual members to work specifically on the development of the Company's operational and corporate governance functions, for work outside the ordinary board work, in areas such as leadership, finance, compliance, game development, and IT, among others. For such work, consulting fees will be paid in addition to the board fees resolved by the annual general meeting. Remuneration for such services will not exceed applicable thresholds for requirements of a general meeting's approval pursuant to Ch. 16 a of the Swedish Companies Act.

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The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

The nomination committee proposes re-election of the directors Ben Braun, Gunnar Lind, Jason Epstein, Ji Ham, Marie-Louise Gefwert and Ronald Moravek. Ebba Ljungerud has declined re-election. The nomination committee further proposes re-election of Jason Epstein as chairman of the board.

The nomination committee proposes, after recommendation from the audit committee, re-election of the registered audit company Öhrlings PricewaterhouseCoopers AB (PwC) is elected as the Company's auditor. PwC has announced that the authorized auditor Niklas Renström will remain as the main responsible auditor.

## Independence in accordance with the Swedish Corporate Governance Code

After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the proposed directors of the board, Jason Epstein and Ji Ham may be considered dependent in relation to the Company and the management of the Company. The other proposed directors are considered independent to the Company, the management of the Company and the Company's major shareholders.

Further information regarding the for re-election proposed directors is available on the Company's website, www.enadglobal7.com, and will also be included in the annual report for 2024.

# **Item 11: Resolution regarding authorization for the board of directors to issue shares, warrants and /or convertibles**

The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.

The primary purpose of the authorization for the board of directors to be able to resolve to issue new shares, without preferential rights, is in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions.

Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.

# **Item 12: Resolution regarding authorization for the board to resolve on repurchase and transfer of own shares**

The board of directors of the Company proposes that the annual general meeting resolves to authorize the board to resolve on repurchase of own shares in accordance with the following main terms:

- 1. Share repurchases may be made only on Nasdaq Stockholm or any other regulated market.
- 2. The authorization may be exercised on one or more occasions until the next annual general meeting.
- 3. The maximum number of own shares that may be repurchased is such that the Company's holding of own shares does not at any time exceed 10 percent of all the shares in the Company.
- 4. Repurchases of the Company's own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time.
- 5. Payment for the shares shall be made in cash.

In addition, the board of directors proposes that the annual general meeting resolves to authorize the board to resolve on transfer of own shares, with or without deviation from the shareholders' preferential rights, in accordance with the following main terms:

- 1. Transfers may be made on (i) Nasdaq Stockholm or (ii) outside Nasdaq Stockholm in connection with acquisitions of companies, operations or assets.
- 2. The authorization may be exercised on one or more occasions until the next annual general meeting.
- 3. No more shares may be transferred than the number of shares held by the Company at the time of the board's resolution on the transfer.
- 4. Transfers of the Company's own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. For transfers outside of Nasdaq Stockholm, the purchase price shall be set so that the transfer is made at market terms.
- 5. Payment for transferred shares may be made in cash, through in-kind payment or through setoff against claims against the Company.

The purpose of the authorizations is to give the board of directors greater scope to act and the opportunity to adapt and improve the Company's capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.

The board of directors shall have the right to resolve on other terms for repurchases and transfers of own shares in accordance with its authorization. The board of directors also has the right to authorize the chairman of the board, the managing director, or the person appointed by the board to make such minor adjustments that may be necessary in connection with the execution of the board's resolution to repurchase and transfer shares.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.

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## **Majority requirements**

A resolution in accordance with items 11 and 12 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

#### **Number of shares and votes**

The total numbers of shares and votes in the Company on the date of this notice are 88,603,526. The Company holds no own shares.

## **Other**

Copies of accounts, auditor statement and proxy form and form for advance voting are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. The nomination committee's complete proposal regarding election of directors and auditor including the statement on the nomination committee's proposal regarding the board of directors are available as from today. All documents are available at the Company on Sveavägen 17, floor 5, 111 57 Stockholm and on the Company's website, www. enadglobal7.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

## **Processing of personal data**

For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

\* \* \* \* \*

Stockholm in May 2025 **Enad Global 7 AB (publ)** The board of directors

## **FOR MORE INFORMATION, PLEASE CONTACT:**

Fredrik Rüdén, Group Deputy CEO and CFO Phone: +46 733 117 262 fredrik.ruden@enadglobal7.com

Ludvig Andersson, Head of Investor Relations & Sustainability Phone: +46 730 587 608 ludvig.andersson@enadglobal7.com

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# **About EG7**

EG7 is a group of companies within the gaming industry that develops, markets, publishes and distributes PC, console and mobile games to the global gaming market. The company employs approximately 360 game developers and develops its own original IPs, as well as acts as consultants to other publishers around the world through its game development divisions Daybreak Games, Piranha Games, Toadman Studios and Big Blue Bubble. In addition, the group's marketing department Petrol has contributed to the release of 2,000+ titles, of which many are world famous brands such as Call of Duty, Destiny, Dark Souls and Rage. The group's publishing and distribution departments Fireshine Games hold expertise in both physical and digital publishing. EG7 is headquartered in Stockholm with approximately 546 employees in 12 offices worldwide.

Enad Global 7 is listed on Nasdaq Stockholm with Ticker Symbol: EG7

#### **Attachments**

[NOTICE OF ANNUAL GENERAL MEETING IN ENAD GLOBAL 7 AB \(PUBL\)](https://storage.mfn.se/c351d233-f2e8-4949-b3d2-b9ed5bad3c73/notice-of-annual-general-meeting-in-enad-global-7-ab-publ.pdf)