Stillfront Group AB: Announcement from annual general meeting in Stillfront Group AB (publ) 30 May 2018

May 30, 2018

Announcement from annual general meeting in Stillfront Group AB (publ) 30 May 2018

Stillfront Group AB (publ) (“Stillfront” or “Company”) held its annual general meeting on 30 May 2018 where mainly the following resolutions were adopted.

At the annual general meeting the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet were adopted. In accordance with the proposal of the board of directors and the managing director, the meeting resolved that the year’s result shall be carried forward and that no dividend shall be paid. The board of directors and the managing director were discharged from liability for the fiscal year 2017.

The meeting resolved that remuneration of SEK 425,000 shall be paid to the chairman of the board of directors and that remuneration of SEK 200,000 shall be paid to each of the directors of the board. The meeting resolved that for work in the audit committee, remuneration of SEK 100,000 shall, in addition to the board remuneration, be paid to the chairman and SEK 50,000 to each of the members in the committee. The meeting resolved that for work in the remuneration committee, remuneration of SEK 60,000 shall, in addition to the board remuneration, be paid to the chairman and SEK 30,000 to each of the members in the committee.

The meeting resolved that remuneration to the auditors shall be paid according to current approved account.

The meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Birgitta Henriksson and Ulrika Viklund and to elect Katarina Bonde, Erik Forsberg, Fabian Ritter and Jan Samuelson as directors of the board for the time until the next annual general meeting has been held.

Jan Samuelson was elected chairman of the board of directors. MAZARS SET Revisionsbyrå AB was re-elected as the Company’s auditor, and has notified the Company that Michael Olsson will continue as auditor in charge. Furthermore, the meeting resolved to elect Bengt Ekenberg as the Company’s auditor.

The meeting established the nomination procedure for the nomination committee in accordance with the nomination committee’s proposal.

The meeting resolved, in accordance with the proposal of the board of directors, to authorise the board of directors to, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, on one or several occasions resolve to issue shares, convertible instruments and/or warrants. The increase of the share capital, which entails issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders’ preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorisation to issue shares, convertible instruments and/or warrants. The price per share shall be determined as an average of the market price during 30 days before the resolution of the issue of shares, convertible instruments and/or warrants. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off, or other conditions. The authorisation shall primarily be used for the purpose of acquisitions or financing. The conditions shall be on market terms.

The meeting resolved, in accordance with the proposal of the board of directors on a directed issue of not more than 300,000 warrants, each warrant entitles to subscription of one share in the Company, entailing an increase of the share capital of not more than SEK 210,000 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. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be granted to the Company’s wholly owned subsidiary Todavia AB, reg. no. 559100-2893, 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 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 meeting approved 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 15 May 2018 up to and including 29 May 2018. Subscription of shares in accordance with the terms and conditions of the warrants may take place from and including 15 May 2021 up to and including 1 June 2021.

The meeting resolved, in accordance with the proposal of the board of directors on a directed new share issue to the sellers of eRepublik Labs. Limited (“eRepublik”) of not more than 55,000 shares. The reason for the new share issue and the deviation from the shareholders’ pre-emption rights is to pay the earn-out consideration in the form of shares in Stillfront which the sellers of eRepublik are entitled to according to the share purchase agreement which Stillfront entered into in connection with the acquisition of eRepublik. The Company’s share capital shall increase by not more than SEK 38,500.00. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to the sellers of eRepublik. The subscription price shall be SEK 179.9640, which corresponds to a maximum total subscription price of SEK 9,898,020.00. The newly-issued shares shall be subscribed for on a subscription list no later than 31 August 2018. Payment for subscribed shares shall be made by way of set-off of the claim for the earn-out consideration. The size of the earn-out consideration, which determines the number of shares which will be allotted, is not yet finally determined. The determined number of shares which will be issued will be communicated in connection with the allotment of the shares. The board of directors shall be entitled to extend the subscription period and the time for payment. The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.

The meeting resolved, in accordance with the proposal of the board of directors on a directed new share issue to the seller of Simutronic Corp. (“Simutroncis”) of not more than 35,000 shares. The Company’s share capital shall increase by not more than SEK 24,500.00. The reason for the new share issue and the deviation from the shareholders’ pre-emption rights is to pay the earn-out consideration in the form of shares in Stillfront which the seller of Simutronics is entitled to according to the share purchase agreement which Stillfront entered into in connection with the acquisition of Simutronics. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to David M. Whatley Living Trust. The subscription price shall be SEK 175.8684, which corresponds to a maximum total subscription price of SEK 6,155,394.00. The newly-issued shares shall be shall be subscribed for on a subscription list no later than 31 August 2018. Payment for subscribed shares shall be made by way of set-off of the claim for the earn-out consideration. The size of the earn-out consideration, which determines the number of shares which will be allotted, is not yet finally determined. The determined number of shares which will be issued will be communicated in connection with the allotment of the shares. The board of directors shall be entitled to extend the subscription period and the time for payment. The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.

The meeting resolved, in accordance with the proposal of the board of directors to adopt the remuneration policy for the CEO and other persons in the Company’s executive management.

The meeting resolved to adopt new articles of association in accordance with the board of directors’ proposal regarding the objectives of the company. Item 3 of the articles of association will have the following wording:

“§ 3. The company shall, directly and through subsidiaries or through affiliated companies, joint ventures and other forms of cooperation, develop, provide and market (1) computer and video games and (2) online, community and entertainment services on the Internet and pursue activities related therewith.”

FOR FURTHER INFORMATION, PLEASE CONTACT:

Jörgen Larsson, CEO
Phone: +46 703 211 800
jorgen@stillfront.com


Sten Wranne, CFO
Phone: +46 705 851 258
sten@stillfront.com

About Stillfront

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 nine 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, Babil Games in UAE and Jordan, eRepublik in Ireland and Romania, OFM Studios in Germany and Goodgame Studios in Germany. Stillfront’s games are distributed globally. The main markets are Germany, the United States, France, UK and MENA. For further information, please visit www.stillfront.com.

Selected games

Stillfront’s portfolio includes games across multiple platforms. Unravel is a widely acclaimed console game developed by Coldwood in collaboration with Electronic Arts. 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. Siege: Titan Wars(TM) is a popular mobile game developed by Simutronics. Tank Storm and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games. World at War: WW2 and War and Peace: Civil War are a successful mobile strategy games developed and published by eRepublik Labs. Online Fussball Manager is a leading sports management game. EMPIRE and BIG FARM are major brands operated by Goodgame Studios.