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Atari S.A.

AGM Information Feb 15, 2021

1123_iss_2021-02-15_f2ea2235-210c-402c-8c97-1bd3a25e0c43.pdf

AGM Information

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Results of the Ordinary & Extroardinary General Shareholders' Meeting held on February 15, 2021 at 17h00 behind closed doors

Paris, February 15, 2021 – 18h00 – ATARI (ISIN : FR0010478248 - ATA, eligible PEA-PME), one of the world's most iconic consumer brands and interactive entertainment producers, held its Combined General Meeting (ordinary and extraordinary) on first call this Monday, February 15, 2021 at 17h00. Given the exceptional context of the Covid-19 pandemic and in accordance with the dispositions of the decree n° 2020-1497 of December 2, 2020, which prolonged and modified the decree n°2020-321 of March 25, 2020, the Shareholders' Meeting was held behind closed doors, without the shareholders or their proxies being physically present.

In this context, the modalities for shareholders to exercise their right to vote at this general meeting had to be adapted compared to the usual modalities, and the shareholders were invited to regularly consult the section "Shareholders' Meetings" on the website www.atari-investisseurs.com, where the documentation and the voting procedures related to this combined general meeting were published and in particular :

  • Board report on the issue of shares, with cancellation of preferential subscription rights
  • Notice of meeting brochure
  • Procedures for obtaining or consulting information on the Combined General Shareholders' Meeting to be held on February 15, 2021
  • Postal or proxy voting form
  • Presentation of resolutions
  • Convening notice published in the Bulletin des Annonces Légales Obligatoires (BALO) on January 8, 2021
  • Universal Registration Document / Annual Financial Report 2019-20
  • ATARI SA by-laws updated on December 28, 2020
  • Special reports of the Statutory Auditors on the resolutions
  • Statutory Auditor's Report on the issue of shares, with cancellation of preferential subscription rights
  • Statutory Auditors' Report on the consolidated financial statements
  • Statutory Auditors' Report on the annual financial statements
  • Statutory Auditors' Report on regulated agreements

A presentation of Atari's strategy including the main elements of the consolidated financial statements of the financial year 2019-2020 as well as an audio recording of the Combined General Meeting held behind closed doors have also been uploaded to the website today.

According to the calculations by Caceis Corporate Trust on behalf of Atari, 71 shareholders were represented holding 94,239,183 shares and 94,677,012 voting rights out of 298,102,894 shares with voting rights (see table below), or a quorum of 31.697%, and thus over a quarter of the voting share capital.

Number of Meeting of 15.02.2021
shares composing the
capital
298,152,729
theoretical voting rights 298,690,125
actual voting rights 298,102,894

The breakdown of votes was as follows :

Nr. of replies Nr. of voting rights In % of actual voting rights
Vote by
correspondence
52 5,450,778 1.825%
Proxy to the Chairman 19 89,226,234 29.873%
Proxy to a third party 0 - -
TOTAL 71 94,677,012 31.697%

All 26 resolutions presented and endorsed unanimously by the Board of Atari have been adopted. The detail of the votes for each resolution is as folllows:

Resolution Type Votes
for
% for Votes
against
%
against
Abst.
1 -
Approval of the annual financial
statements for the financial year ended
March 31, 2020 and discharge of the Board
of Directors
OGM 94,650,100 99.972% 26,212 0.028% 700
2 -
Approval of the consolidated financial
statements for the financial year ended
March 31, 2020
OGM 94,651,302 99.974% 25,010 0.026% 700
3 -
Allocation of income for the financial year
ended March 31, 2020
OGM 94,651,212 99.974% 25,000 0.026% 800
4 -
Ratification of the cooptation of Mr.
Wade Rosen as Director
OGM 94,596,429 99.918% 77,883 0.082% 2,700
5 -
Renewal of Mrs. Alyssa Padia Walles'
term of office as Director
OGM 94,563,975 99.884% 110,237 0.116% 2,800
6 -
Ratification of the cooptation of Mrs.
Kelly Bianucci as Director
OGM 94,597,075 99.919% 77,137 0.081% 2,800
7 -
Renewal of Mrs. Kelly Bianucci's term of
office as Director
OGM 94,597,075 99.919% 77,137 0.081% 2,800
8 -
Nomination of Mr. Frédéric Chesnais as
Director
OGM 93,502,461 98.762% 1,171,851 1.238% 2,700
9 -
Setting of the amount of Directors' fees
OGM 94,579,165 99.910% 85,147 0.090% 12,700
10 -
Agreements subject to articles L. 225-
38 et seq. of the French Commercial Code
OGM 94,643,687 99.978% 20,525 0.022% 12,800
11 -
Approval of the compensation and
benefits paid or awarded to Mr. Frédéric
Chesnais, Chairman and Chief Executive
Officer for the financial year ended March
31, 2020
OGM 94,586,811 99.910% 84,901 0.090% 5,300
12 -
Approval of the principles and criteria to
determine, apportion and allocate the items
comprising total compensation and all
benefits in kind that may be allocated to the
Chief Executive Officer
OGM 93,463,757 98.724% 1,208,055 1.276% 5,200
13 -
Authorization given to the Board of
Directors to trade in the Company's own
shares
OGM 93,472,083 98.728% 1,204,229 1.272% 700
14 -
Authorization given to the Board of
Directors to reduce the share capital by
canceling Company shares acquired in the
course of a buyback program
EGM 94,669,885 99.993% 6,427 0.007% 700
15 -
Delegation of authority to the Board of
Directors to issue shares or securities giving
immediate or deferred access to the share
capital or to debt instruments of the
Company, with preferential subscription
rights for existing shareholders
EGM 93,439,183 98.695% 1,235,929 1.305% 1,900
16 -
Delegation of authority to the Board of
Directors to issue shares or securities giving
immediate or deferred access to the share
EGM 93,316,461 98.565% 1,358,551 1.435% 2,000
capital
or
to
debt
instruments
of
the
Company, without preferential subscription
rights for existing shareholders, by public
offering, except offerings as defined in
paragraph 1 of article L.411-2 of the French
Monetary and Financial Code
17 -
Delegation of authority to the Board of
Directors to increase the share capital
through the issue of Company securities,
without preferential subscription rights for
existing shareholders, in favor of participants
in a plan d'épargne entreprise (company
savings plan)
EGM 93,315,761 98.563% 1,360,551 1.437% 700
18 -
Authorization given to the Board of
Directors to increase the number of
securities to be issued in the event that the
issue is oversubscribed when issuing the
securities described in resolutions 15, 16,
and 17, up to 15% of the original issue
EGM 93,433,023 98.688% 1,242,089 1.312% 1
900
19 - Delegation of authority to the Board of
Directors to issue shares or securities giving
immediate or deferred access to the share
capital in consideration of contributions in
kind to the Company, outside of a public
exchange offer
EGM 93,317,083 98.566% 1,358,029 1.434% 1,900
20 -
Delegation of authority to the Board of
Directors to issue shares or securities
granting immediate or future access to the
share capital in consideration of
contributions in kind to the Company, in the
context of a public exchange offer
EGM 93,330,283 98.580% 1,344,729 1.420% 2,000
21 -
Authorization given to the Board of
Directors to grant stock options exercisable
for existing or new shares of the Company
EGM 93,326,123 98.575% 1,348,989 1.425% 1,900
22 -
Authority granted to the Board of
Directors to set the issue price of shares or
any securities giving immediate or deferred
access to the share capital without
preferential subscription rights for existing
shareholders, up to an annual limit of 10%
of the share capital
EGM 93,313,961 98.565% 1,358,651 1.435% 4,400
23 -
Delegation of authority to the Board of
Directors to issue ordinary shares or any
securities
giving
immediate
or
deferred
access to the share capital or to debt
instruments of the Company, up to an annual
limit of 20% of the share capital, without
preferential subscription rights for existing
shareholders, through an offering as defined
in paragraph 1 of
article L.411-2 of the
French Monetary and Financial Code
EGM 93,315,961 98.567% 1,356,651 1.433% 4,400
24 -
Overall limit of authorizations
EGM 94,552,987 99.884% 110,125 0.116% 13,900
25 -
Delegation of authority to the Board of
Directors to increase the share capital
through the capitalization of reserves,
profits, or other amounts that may be
capitalized
EGM 94,539,387 99.857% 135,725 0.143% 1,900
26 -
Powers to carry out formalities
EGM 94,649,987 99.972% 26,325 0.028% 700

About Atari:

Atari, comprised of Atari SA and its subsidiaries, is a global interactive entertainment and multiplatform licensing group. The true innovator of the video game, founded in 1972, Atari owns and/or manages a portfolio of more than 200 games and franchises, including globally known brands such as Asteroids®, Centipede®, Missile Command® and Pong®. From this important portfolio of intellectual properties, Atari delivers attractive online games for smartphones, tablets, and other connected devices. Atari also develops and distributes interactive entertainment for Microsoft, Sony and Nintendo game consoles. Atari also leverages its brand and franchises with licensing agreements through other media, derivative products and publishing. For more information: www.atari.com and www.atari-investisseurs.fr/en/. Atari shares are listed in France on Euronext Paris (Compartment C, ISIN Code FR0010478248, Ticker ATA), in Sweden on Nasdaq First North Growth Market as Swedish Depositary Receipts (ISIN Code SE0012481232, Ticker ATA SDB) and are eligible for the Nasdaq International program in the United States (OTC - Ticker PONGF).

Contacts

Atari - Philippe Mularski, CFO Calyptus - Marie Calleux Tel +33 1 83 64 61 57 - [email protected] Tel + 33 1 53 65 68 68 – [email protected]

Redeye AB (Certified Adviser) Tel: +46 8 121 576 90 – [email protected]

This information was submitted for publication, through the agency of the contact persons set out above, on February 15, 2021 at 18:00 pm CET.

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