17 March 2017
Stillfront Group AB: Notice of Extraordinary General Meeting 18 April, 2017, Stillfront Group AB (publ)
of extraordinary general meeting in Stillfront Group AB (publ)
The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (“Company”), are hereby convened to an extraordinary general meeting on Tuesday 18 April 2017 at 11.00 CET. The general meeting will be held at the offices of the law firm Advokatfirma DLA Piper Sweden KB at Kungsgatan 9 in Stockholm.
The right to participate at the general meeting etc.
Shareholders who wish to participate at the general meeting shall i) be registered in the share register kept by Euroclear Sweden AB no later than by Monday 10 April 2017, as well as ii) notify the Company of their intention to participate at the general meeting no later than by Monday 10 April 2017 by way of mail to Stillfront Group AB (publ), “Extraordinary General Meeting”, Västra Trädgårdsgatan 15, 111 53 Stockholm, Sweden or by e-mail to firstname.lastname@example.org.
To be entitled to participate at the general meeting, shareholders with nominee-registered shares through a bank or other nominee must temporarily register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Monday 10 April 2017, when such registration shall have been executed.
The notification shall set out name/company name, personal ID number/registration number, number of shares held and, when applicable, number of advisors which may not exceed two.
Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the general meeting. Power of attorney forms are available on the Company’s webpage www.stillfront.com and sent free of charge to those shareholders who so request and state their postal address or e-mail address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity.
Opening of the meeting
Appointment of the chairman for the meeting
Preparation and approval of the voting register
Approval of the agenda
Election of one or two persons to approve the minutes
Examination of whether the meeting has been duly convened
Resolution on a directed issue of warrants intended for incentive program
Closing of the meeting
Proposals for resolutions
Resolution on a directed issue of warrants intended for incentive program (item 7)
The board of directors proposes that the general meeting resolves on a directed issue of not more than 299,189 warrants, each warrant entitles to subscription of one (1) share in the Company, entailing an increase of the share capital of not more than SEK 209,432.30 if all warrants are exercised. The purpose of the directed issue of warrants is to constitute an incentive for the group’s current and future key employees.
It is proposed that the warrants are to be issued on the following principal terms:
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be granted to the Company’s wholly owned subsidiary AB Coport 590 (under change to Todavia AB), reg. no. 559100-2893 (the “Subsidiary”), with the right and the obligation to transfer the warrants on market terms to current and future key employees within the Company or its subsidiaries that are considered to be of particular importance for the group’s development in accordance with instructions from the board of directors of the Company.
The number of warrants that each person within the respective category shall have the right to acquire is stated in the board of directors’ complete proposal which will be available in accordance with below. The board of directors of the Company will make the final decisions regarding allocation of the warrants in accordance with the framework stated in the proposal. The warrants will be acquired against payment of a market value premium which has been established by the board of directors in accordance with accepted methods of calculation (Black & Scholes.)
The board of directors further proposes that the general meeting approve the transfer of warrants from the Subsidiary within the framework of the proposed program.
Each warrant entitles to the subscription of one (1) share in the Company at a subscription price corresponding to 200 per cent of the volume weighted average price of the share from and including 3 April 2017 up to and including 18 April 2017. The subscription price may not be lower than an amount corresponding to the quota value of the shares in the Company.
Subscription of shares in accordance with the terms and conditions of the warrants may take place from and including 14 April 2020 up to and including 29 April 2020.
The increase of the share capital may at full exercise of the warrants amount to a maximum of SEK 209,432.30 distributed on 299,189 shares, corresponding to a dilution of approximately 4,8 per cent.
Details of number of shares, votes and holding of own shares
The total amount of shares and votes in the Company at the time of issue of this notice was 5,983,775. All shares carry equal voting rights. The Company does not hold any own shares.
Resolutions pursuant to item 7 (Resolution on a directed issue of warrants intended for incentive program) shall be valid only where supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.
Complete proposals and documentation according to Chapter 14 Section 8 of the Companies Act will be available at the Company (address above) and on the Company’s webpage, www.stillfront.com, not less than two weeks before the general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.
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 managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda. Information must be provided if it can be provided without significant harm to the Company.
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Stockholm in March 2017
The board of directors of Stillfront Group AB (publ)
This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10.40 CET on March 17, 2017.
For additional information, please contact:
Jörgen Larsson, CEO at Stillfront
Phone: +46 70 321 18 00
Sten Wranne, CFO at Stillfront
Phone: +46 705 851258
Stillfront is a group of independent creators, publishers and distributors of digital games – with a vision to become the leading group of indie game creators and publishers. Stillfront operates through six near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the United States and Babil Games in UAE and Jordan. Stillfront’s games are distributed globally. The main markets are Sweden, Germany, the United States and MENA. For further information, please visit www.stillfront.com.
Stillfront’s portfolio includes games across multiple platforms. Unravel, developed by Coldwood in collaboration with Electronic Arts, won 20+ awards at E3 and gamescom and was released in February 2016. Supremacy 1914 and Call of War are high-immersion war strategy games developed by Bytro Labs. ManagerZone is a sports management strategy game launched in 2001. DragonRealms and GemStone IV are MUD-style games with a very loyal player base. Lara Croft Relic Run(TM) is a popular mobile game developed by Simutronics.
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