Pre-Annual General Meeting Information • Apr 10, 2025
Pre-Annual General Meeting Information
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The shareholders of Modern Times Group MTG AB, reg no. 556309-9158, are hereby given notice of the Annual General Meeting to be held on Thursday 15 May 2025 at 09:00 CEST at Advokatfirman Cederquist's premises, Hovslagargatan 3 in Stockholm. Registration for the Annual General Meeting will commence at 08:30 CEST, when coffee will be served. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in advance.
Shareholders who wish to participate in the Annual General Meeting must:
Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice to participate by casting their postal vote so that it is received by Computershare AB (administering the forms on behalf of MTG) no later than by Friday 9 May 2025. A special form shall be used for postal voting. The form is available on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). The postal voting form can be submitted either by e-mail to [email protected] or by post to Computershare AB, "MTG's AGM 2025", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden. Shareholders may also cast their postal votes digitally through BankID verification. A link to the digital postal voting can be found on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). If the shareholder postal votes by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. A template proxy form is available on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions can be found on the form.
Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation in accordance with the instructions under the heading "Participation at the meeting venue" below. This means that a notice of participation only through postal voting is not sufficient for shareholders who wish to attend the meeting venue.
Shareholders who wish to attend the meeting venue in person or by proxy shall give notice of participation no later than by Friday 9 May 2025. Notification can be made on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"), by e-mail to [email protected], by telephone to +46 (0) 771-246 400 or by post to Computershare AB, "MTG's AGM 2025", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden. Shareholders shall in their notice to participate state their name, personal identification number or company registration number, address, phone number and advisors, if applicable. Shareholders represented by a proxy or a representative should send documents of authorisation to the address above well before the Annual General Meeting. A template proxy form is available on MTG's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors").
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Wednesday 7 May 2025. Such re-registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than by Friday 9 May 2025 will be considered in the presentation of the share register.
The Nomination Committee proposes that Tone Myhre-Jensen, Advokatfirman Cederquist, is elected to be the Chair of the Annual General Meeting.
The Nomination Committee proposes that the Board shall consist of seven (7) members.
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, Chris Carvalho, Simon Duffy, Gerhard Florin, Liia Nõu and Florian Schuhbauer shall be re-elected as members of the Board, and Dylan Collins and Anna Zeiter shall be elected as new members of the Board.
The Nomination Committee proposes that Simon Duffy shall be re-elected as Chair of the Board.
A prerequisite for the successful implementation of MTG's strategy is that MTG is able to attract and retain the best mix of experiences and competencies at Board level. This requires that, at a minimum, MTG recruits members of the Board from the geographies within which it operates. To ensure this, it is necessary that MTG offers competitive remuneration within the context of its international peers.
Further, the Nomination Committee is of the opinion that it is an advantage for MTG and its shareholders that the members of the Board acquire shares in the company, and retain them for as long as they remain members of the Board.
In light of the above, the Nomination Committee proposes that the remuneration levels for Board work and work within the Committees of the Board shall remain unchanged, and that SEK 200,000 for the Chair and SEK 150,000 for each Board member, like previous years, is conditional upon being invested in MTG shares, which are to be held for as long as the individual remains a member of the Board.
The Nomination Committee proposes that remuneration for Board work and work within the committees of the Board shall be allocated in accordance with the following:
In accordance with the Audit Committee's recommendation, the Nomination Committee proposes that the company shall have a registered accounting firm as Auditor, and that the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) shall be re-elected as Auditor for the period until the end of the 2026 Annual General Meeting. PwC has informed MTG that the authorised public accountant Nicklas Kullberg will continue as auditor-in-charge if PwC is re-elected as Auditor.
The Nomination Committee proposes that remuneration to the Auditor shall be paid in accordance with approved invoices.
The Board proposes that MTG's retained earnings, the share premium reserve and the result for the year, a total of SEK 14,342,624,715 is to be carried forward.
MTG is an international gaming group with a strategy focused on helping its portfolio companies accelerate their commercial performance, while enabling them to continue to create great games through elevating key skills and capabilities across the Group. To recruit and retain executives and other key employees, the Board has resolved to propose an incentive structure for variable remuneration covering short-term variable remuneration and long-term share-based remuneration of MTG (the "2025 Incentive Plan"). The 2025 Incentive Plan maintains the structure and economic characteristics for the participants and the same overall financial criteria for measuring performance as the 2024 incentive plan, including the participation of key employees at MTG's portfolio companies InnoGames and Hutch. In the 2025 Incentive Plan, the number of participants is proposed to be increased compared to the 2024 incentive plan, as key employees in MTG's portfolio company Plarium are proposed to be invited to participate to link their incentives to the future growth of the MTG share performance.
The 2025 Incentive Plan provides the participants a possibility to receive variable remuneration which can be wholly or partly in the form of cash remuneration or deferred MTG shares that vest after a three-year period. In brief, to the extent certain performance conditions are achieved during the financial year 2025 (the "Performance Year"), the participants for both the cash and share portions of the 2025 Incentive Plan are allotted a variable remuneration in the beginning of 2026 (the "Performance Amount") of which a part will be paid out in cash, and a part will be allotted in the form of rights to receive MTG Class B shares freeof-charge (the "Share Amount" and the "Share Rights", respectively). Each Share Right carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. The Share Rights vest in 2028, after the publication of the year-end report for 2027.
For information regarding outstanding long term share or share price related incentive plans in MTG, please refer to MTG's website at www.mtg.com.
Participants and Performance Amount
Approximately 73 key employees in MTG and its portfolio companies InnoGames, Hutch and Plarium (the "Portfolio Companies") will be entitled to participate in the 2025 Incentive Plan.
The maximum Performance Amount that a participant will receive is based on the participant's level, performance and scope of responsibility. In practice, this means that participants' individual cash and share components are placed within each tier and only the maximum Performance Amount for each respective tier is set out below.
The participants are divided into the tiers as follows:
as Share Amount) and 100 percent for Tier 3 Portfolio Companies (of which 50 percent as a cash component and 50 percent as Share Amount).
New employees who have not yet commenced their employment at the time when notification to participate in the 2025 Incentive Plan at the latest shall be given may, upon the condition that the employment commences during 2025, be offered to participate in the 2025 Incentive Plan, if the Board or its Remuneration Committee deems it to be in line with the purpose of the 2025 Incentive Plan.
The Performance Amount, i.e. the outcome for the participants receiving Share Rights, is based on the level of fulfilment of the performance conditions outlined below during the Performance Year. The Performance Amount shall only be applicable once a minimum performance threshold has been achieved for the Group's or the relevant Portfolio Company's financial measures (Revenue and EBITDA). Only once this minimum threshold has been achieved, are the participants eligible for payouts and allocation of the Share Amount based on all the performance conditions under the 2025 Incentive Plan. For MTG participants, that threshold has been set at 70 percent, and for each Portfolio Company a similar mechanism has been established. The Board shall have the discretion to revise these thresholds in case of strategic investments or similar.
| Performance condition | Relative weighting | Performance levels |
|---|---|---|
| Revenue | MTG, Plarium, Hutch and InnoGames: 25% |
The performance levels will be resolved by the Board based on the full year 2025 budget for the Group and each of the Portfolio Companies, respectively. Between the threshold level and the maximum level there is a target level. |
| Adjusted EBITDA | MTG, Plarium, Hutch and InnoGames: 25% |
The performance levels will be resolved by the Board based on the full year 2025 budget for the Group and each of the Portfolio Companies, respectively. Between the threshold level and the maximum level there is a target level. |
| TSR | MTG and Plarium: 20% Hutch and InnoGames: 10% |
The TSR threshold level is 5% and the maximum level is 20%. Between the threshold level and the maximum level there is a target level of 12.5%. |
| Strategic KPIs | MTG and Plarium: 20% Hutch and InnoGames: 10% |
Performance will be calculated by assessing the impact of key integration initiatives that result in incremental gains to Revenue or EBITDA. Each KPI is assigned according to the specific initiative that corresponds to each participating company's strategic requirements for the performance period. The threshold level is 50% of target level and the maximum level is 150% of target level. |
| Net Payout Potential (NPP) | MTG and Plarium: 5% Hutch and InnoGames: 25% |
NPP performance level will be resolved by the Board and is linked to the full year goal of estimated future revenue created from marketing spend. With NPP, MTG measures the expected lifetime value of a player through a financial goal. Each company has an individual NPP goal, and the MTG participants on an aggregated goal. The threshold level is 50% of target level and the maximum level is 150% of target level. |
| ESG: Data Privacy Compliance |
MTG, Plarium, Hutch and InnoGames: 5% |
The target level is an 90% completion rate of the data privacy buildup phase or 85% of the data privacy maintenance phase. MTG participants will be measured on companies that were part of the Group as a whole as of 31 March 2025. The weighting of each company will be based on its 2025 revenue contribution. |
The performance levels will be presented in the 2025 Annual Report. The participants will receive the maximum Performance Amount if the target level is reached for each of the performance conditions. In case of overperformance of one or more of the conditions in all performance criteria other than ESG, to the extent that that the performance is between the target level and maximum level, the relative weighting on such condition may be increased with up to 50 percent. The outcome for the participants in the 2025 Incentive Plan may however never exceed the maximum Performance Amount.
Following the Performance Year, the Performance Amount for each participant eligible for the cash component is paid out in Q1 2026, following the publication of the year-end report for 2025, and a deferred allotment of the Share Amount (as set out above). The Share Amount shall thereafter be converted into a maximum number of Share Rights, based on the volume-weighted average price paid for MTG's Class B Share on Nasdaq Stockholm during the months of November and December 2025, rounded down to a whole number of Share Rights.
The Share Rights shall be governed by the following main terms and conditions:
Scope and cost of the 2025 Incentive Plan
The maximum number of MTG Class B Shares which may be delivered under the 2025 Incentive Plan is limited to 1,132,043 representing approximately 0.88 percent of the outstanding shares in MTG. The 2025 Incentive Plan does not result in any dilutive effect on share capital or votes.
The total cost for the share component of the 2025 Incentive Plan is estimated to a maximum amount of no more than SEK 123 million, which corresponds to approximately 13 percent of the total employment costs for the Group in 2024. The cost will be distributed over the years 2025-2027. The total cost includes salary costs of SEK 96 million and social security costs of SEK 27 million. The calculation of total salary costs is based on the maximum Share Amount being received by participants, a 10 percent employee turn-over, and a share price at grant (i.e 2026) of SEK 119.30. The calculation of social security costs is based on a 35 percent compounded annual share price increase at 100 percent vesting and an average annual social security tax rate of 11 percent across the participating jurisdictions.
The costs are expected to have a limited effect on MTG's and the Group's key ratios.
MTG intends to present the outcome of 2025 Incentive Plan in its Remuneration Report for 2025 and Annual Reports for 2025-2027.
Delivery of Class B Shares under the 2025 Incentive Plan
To ensure the delivery of shares under the 2025 Incentive Plan, the Board proposes that the Annual General Meeting approves that the company enters into an agreement with a third party, under which the third party shall, in its own name, buy and transfer MTG Class B Shares to the participants in the 2025 Incentive Plan, as set out in the Board's proposal under item 19(b).
Preparation and administration of the 2025 Incentive Plan
In accordance with guidelines provided by the Board, the 2025 Incentive Plan has been prepared by the Remuneration Committee together with external advisors. The Board or the Remuneration Committee shall be responsible for preparing the detailed terms and conditions of the 2025 Incentive Plan, in accordance with the terms and guidelines resolved on by the Annual General Meeting. The Board or the Remuneration Committee shall be entitled to make adjustments to meet foreign regulations or market conditions. It is further proposed that the Board shall be entitled to make other adjustments, if it so deems appropriate, should changes occur in MTG or its operating environment that would entail that the adopted terms and conditions for the 2025 Incentive Plan are no longer in line with its purpose. Any such adjustments shall only be made in order to fulfil the main objectives of the 2025 Incentive Plan.
The Board proposes that the Annual General Meeting resolves that the 2025 Incentive Plan is hedged by MTG entering into an agreement with a third party, under which the third party shall, in its own name, acquire and transfer MTG Class B shares to the participants in the 2025 Incentive Plan. The interest cost for such a swap agreement is estimated to be SEK 580,000 per year based on the current interest levels, a share price of SEK 119.30 and with the maximum amount of shares delivered.
The Board proposes that the Annual General Meeting authorises the Board to decide on repurchase of own Class A and/or Class B shares on the main terms and conditions set out below.
Furthermore, the Board proposes that the Annual General Meeting authorises the Board to decide on transfer of own shares, with or without deviation from the shareholders' preferential rights, on the main terms and conditions set out below.
The purpose of the authorisations to repurchase and transfer own shares, and the reason for the deviation from the shareholders' preferential rights (in relation to transfers of own shares), is to enable the company to pursue potential acquisition opportunities as they arise.
Further, the purpose of the authorisation to repurchase own shares is also to give the Board more options in its efforts to deliver long-term shareholder value and total return, and/or to give a possibility to MTG to transfer own shares to the participants in MTG's long-term incentive programs. Please note that any transfer of such repurchased shares to the participants in the long-term incentive programs requires a separate resolution by the Annual General Meeting.
The Board proposes that the company's share capital shall be reduced by no more than SEK 26,000,000 by cancellation of Class B shares held in treasury by MTG at the time of the Annual General Meeting, which comprise Class B shares repurchased by MTG during the period between 24 April 2024 and 15 May 2024, under its up to SEK 100m share repurchase program announced on 24 April 2024, as well as Class B shares repurchased by MTG during the period between 17 May 2024 and 30 April 2025, under its up to SEK 400m share repurchase program announced on 16 May 2024. The purpose of the reduction is allocation to unrestricted equity.
The reduction resolution may not be effectuated until registration with the Swedish Companies Registration Office has been completed and the authorisation of the Swedish Companies Registration Office has been obtained.
The Board proposes that the company's share capital shall be reduced by no more than SEK 431,400 by cancellation of 86,280 Class C shares held in treasury by MTG, which have been issued and held in treasury to ensure delivery of shares to participants in previous incentive plans. The purpose of the reduction is allocation to unrestricted equity.
The reduction resolution may not be effectuated until registration with the Swedish Companies Registration Office has been completed and the authorisation of the Swedish Companies Registration Office has been obtained.
The Board proposes that the Annual General Meeting resolves to authorise the Board to, on one or more occasions during the period up until the next Annual General Meeting, resolve upon the issue of new Class B shares with or without deviation from the shareholders' preferential rights. New issues of Class B shares shall be made on market conditions, taking into account any discount on market terms. Payment may be made in cash, in kind or through set-off. New share issues resolved by the Board using this authorisation shall, in aggregate, represent no more than 10 percent of the total number of shares in MTG at the time when the Board exercises the authorisation for the first time. The purpose of the authorisation, as well as the reason for any deviation from the shareholders' preferential rights, is to allow MTG to pursue potential investment opportunities as they arise and a broadening of the ownership base of MTG.
There are a total number of 128,310,627 shares in MTG, whereof 407,570 Class A shares, 121,622,434 Class B shares and 6,280,623 Class C shares. The total number of votes for all MTG shares is 131,978,757. As per the date of this notice, MTG holds 4,659,796 Class B shares and 6,280,623 Class C shares in treasury, which cannot be represented at the Annual General Meeting.
Valid resolutions to (i) authorise the Board to resolve on repurchases and transfers of own Class A and/or Class B shares under item 20, (ii) reduce the share capital by way of cancellation of repurchased Class B shares and Class C shares held in treasury under items 21(a)-(b); and (iii) authorise the Board to resolve on new issues of Class B shares under item 22 require support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the Group and the consolidated accounts.
The Board's and the Nomination Committee's complete proposals to the Annual General Meeting are set out in this notice. Information about the proposed Board members as well as the Nomination Committee's motivated statement are available on the company's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). The 2024 Annual Report is available on MTG's website at www.mtg.com under the heading "Reports & Presentations" (which can be found under the section "Investors") and at the company's premises. The other documents to the Annual General Meeting will be available on the company's website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors") no later than 24 April 2025. Hard copies of the documents will also be sent to those shareholders who so request. The documents can be ordered by e-mail to [email protected], by post to Computershare AB, "MTG's AGM 2025", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden or by telephone at +46 (0) 771-246 400.
The Board, or the person that the Board will appoint, shall be authorised to make the minor adjustments in the Annual General Meeting's resolutions as may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
For information on how your personal data is processed, please visit www.computershare.com/se/gmgdpr#English and www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, April 2025 MODERN TIMES GROUP MTG AB THE BOARD
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