The annual general meeting 2021 (the "AGM") of
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Embracer and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the previously retained earnings, other paid-up capital and year result, in total
Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2020/2021.
Election of the board of directors, auditor and remuneration
The AGM resolved that the board of directors shall consist of seven directors without any deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.
The AGM further resolved that the remuneration to the board shall be in total
Furthermore, it was resolved that remuneration for members of the audit committee shall be
It was further resolved on a retroactive compensation to members of the remuneration and audit committee,
- chair of the audit committee
SEK 166,000 , -
members of the audit committee
SEK 83,000 , -
chair of the remuneration committee
SEK 100,000 , and -
members of the remuneration committee
SEK 50,000 .
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Ernst & Young Aktiebolag was re-elected as the Company auditor. Ernst & Young Aktiebolag has announced that the authorized auditor
Resolution regarding amendments of the articles of association
The AGM resolved, in accordance with the board of directors' proposal, to amend the Company's articles of association regarding the limits of the share capital and number of shares. It was resolved that the share capital shall not be less than
It was also resolved to introduce the possibility to collect proxies and postal voting.
Resolution regarding share split
The AGM approved the board's proposed split of the Company's shares, meaning that each share, regardless of share class, is divided into two (2) shares. The total number of shares in the Company will through the share split increase from 507,474,915 shares[1] to 1,014,949,830 shares (divided on 66,798,274 A shares and 948,151,556 B shares). The resolution will lead to a quota value of approximately
The board of directors was authorized to set record date for the split and will publish more detailed information on the procedure for the split in connection with the determination of record date.
[1] Based on the number of shares in the Company as of the date of the AGM
Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue B shares, convertibles and/or warrants with right to convert into and subscribe for B shares respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time (based on the number of shares after completion of the share split in accordance with the above), to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.
For further details regarding the resolutions at the AGM refer to the notice, the annual report, the complete proposals which are available at the Company and have been made public at the Company's website www.embracer.com.
For additional information, please contact:
Tel: +46 708 47 19 78
E-mail: lars.wingefors@embracer.com
About
With its head office based in Karlstad,
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https://news.cision.com/embracer-group-ab/r/announcement-from-embracer-group-s-annual-general-meeting,c3416347
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