In this regard, MAG Interactive AB (publ) is announcing its annual general meeting which will take place at the company's headquarters in Drottninggatan 95A, Stockholm, on Wednesday, 17 January 2024 at 14:00 Central European Time. Registration for the annual general meeting will begin at 13:30 Central European Time in the convention hall.
A participation-based approach
There is no restriction on who can attend the annual general meeting as long as they are
On Tuesday, 9 January 2024, the shares will either be entered into Euroclear Sweden AB's share register or, if they are registered in the name of a nominee, will be temporarily registered when the record date for voting right registrations occurs on Thursday, 11 January 2024, which is the record date for voting rights registrations;
As a result, I have notified the company at the latest by Thursday, 11 January 2024 in one of the following ways:
The notification must include the shareholder's name, personal identification number or company registration number, address, telephone number, as well as any potential assistants that the shareholder wishes to be notified of. Shareholders who desire to be represented by proxy must submit the proxy forms well in advance of the meeting.
The personal data obtained from the share register kept by Euroclear Sweden AB, the notification of participation at the annual general meeting and the information regarding proxies and assistants will be used for registration, the preparation of the voting register for the annual general meeting, as well as the minutes of the annual general meeting, where applicable. In 2024, the personal information will only be used for the purpose of the annual general meeting.
Shares registered in the name of the nominee
To be eligible to participate in the annual general meeting, shareholders whose shares are registered in the name of a nominee through a bank or another nominee must re-register their shares in their own name through the bank or other nominee.. The voter's registration, which may be temporary, must be completed no later than four banking days prior to the general meeting, even if it is temporary.. To be considered in the preparation of the share register on Thursday 11 January 2024,. There is a good chance that shareholders will need to inform their nominees well in advance of this date
 There is a good chance that shareholders will need to inform their nominees well in advance of this date
The use of proxies, etc.
It is mandatory for shareholders who are represented by proxy to issue a proxy form for their proxy vote. An attested copy of the certificate of registration of the legal entity that issued the proxy form evidencing its authority to issue the proxy form must be attached to the proxy form if it has been issued by a legal entity.. As a matter of course, the original proxy form and the certificate of registration, where applicable, are to be sent to Roschier Advokatbyrå, Att. In advance of the annual general meeting, please contact Evelina Pettersson, PO Box 7358, SE-103 90 Stockholm, Sweden.. The proxy forms can be found on the website of MAG Interactive at www.maginteractive.com.Interactive magazine.INVESTING IN COM
INVESTING IN COM
In the agenda
In the first meeting of the annual general meeting, the meeting will be opened and the chairman will be elected.
The preparation and approval of the voting register is the second step.
3.  Approval of the agenda for the meeting.
4.  Election of one or two people to verify the minutes of the meeting.
It is important to determine whether the meeting has been duly convened before taking any action.
There will be a presentation by the CEO of the company.
It is necessary to present the annual report as well as the auditor's report of the parent company, as well as the consolidated financial statements and the auditor's report of the subsidiary company.
There are resolutions to adopt the income statement and balance sheet of the parent company, as well as the consolidated income statement and consolidated balance sheet of the parent company.
In accordance with the approved balance sheet of the company, the profit or loss of the company should be allocated accordingly.
There is a resolution to discharge the board members and the CEO from any liability arising out of their actions.
The determination of the following:
12.  Determination of the following:
The election of the chairman of the board of directors and the other members of the board of directors.
Election of auditors is the fourteenth step.
It is hereby resolved that the board of directors be granted the power to issue new shares on behalf of the company, whether the board applies or disapplies preemption rights for the company's shareholders.
There will be a resolution regarding (a) the establishing of a long-term share saving program; (b) the issuance of warrants; and (c) the transfer of shares and/or warrants.
17.  Closing of the annual general meeting of the company.
The board of directors has proposed a number of resolutions
In accordance with the approved balance sheet, the company's profit or loss will be allocated according to the resolutions approved at item 9
According to the board of directors, the dividend for the year should not be paid and the profit for the year should be carried forward instead.
The resolution titled "Item 15 - Resolution to grant the board of directors the power to issue new shares of the company, regardless of whether preemption rights are applied or disapplied by the shareholders"
The board of directors proposes that the shareholders adopt a resolution at the annual general meeting granting the board of directors the authority, on one or more occasions, for the period until the next annual general meeting, to issue new shares, either applying or disapplying shareholders' preemption rights to such new shares, on one or more occasions.
In the event that the board of directors decides to issue new shares in the company that disapply the shareholders' pre-emption rights, such decision must be made in order to implement an acquisition agreement, or, alternatively, to obtain financing for such a purchase.
Accordingly, the number of shares issued by virtue of the authority may not exceed ten percent (10) of the share capital of the company on the date of the annual general meeting as measured by the share capital of the company on the date of the annual general meeting.
In this item, you will find a resolution regarding (a) a long-term share savings program; (b) the issuance of warrants; and (c) the transfer of shares and/or warrants.
In accordance with the following, the board of directors proposes that the annual general meeting approves the following: (A) a long-term share savings program (the "Share Savings Program 2024/2027"); (B) the issuance of warrants; and (C) the transfer of shares and/or warrants, as indicated below.
An overview of the background, rationale, and conclusions
In the opinion of the board of directors, it is in the best interests of the company and the shareholders to offer an incentive program to the executive management as well as the employees of the company so that they can be considered as part of the company's development.. It is the intention of the proposal to increase the chances of retaining and attracting qualified personnel as well as increasing motivation among employees of the company by participating and working towards a positive revenue growth during the period covered by the Share Savings Program 2024/2027 by being involved and working for it.
It is the intention of the proposal to increase the chances of retaining and attracting qualified personnel as well as increasing motivation among employees of the company by participating and working towards a positive revenue growth during the period covered by the Share Savings Program 2024/2027 by being involved and working for it.
As a result of the terms and conditions, the size of the allotment, and other circumstances, the board of directors of the company considers that the Share Savings Program 2024/2027, in accordance with the below, is reasonable and beneficial to shareholders as well as the company.
There is a suggestion that the performance period of the program should be three years. All employees within the company are suggested to be offered the opportunity to participate in this program on the condition that they make an initial investment in the company's shares ("investment shares") before they receive access to the program.. For each investment share, the participant may receive three additional shares free of charge in MAG Interactive after the performance period, whereof one is conditional upon retained employment ("retention shares"), one is conditional upon retained employment and the fulfilment of a performance criteria concerning the company's average annual revenue growth during the program ("performance share A") and one is conditional upon retained employment and the fulfilment of a performance criteria concerning the company's total revenue ("performance share B") (performance share A and performance share B, together "performance shares") (retention shares and performance shares, together "share rights"). There is an intention on the part of the board of directors to propose a similar incentive program at the AGM scheduled for 2025
There is an intention on the part of the board of directors to propose a similar incentive program at the AGM scheduled for 2025
The board of directors' proposal for a resolution on the implementation of the Share Savings Program 2024/2027 is presented to the shareholders
Accordingly, the board of directors proposes that the annual general meeting resolves to implement the Share Savings Program 2024/2027 in accordance with the following terms and conditions:
Share Savings Program 2024/2027 is intended to consist of no more than 135,000 share rights, which shall be divided into 45,000 retention shares, 45,000 performance shares A and 45,000 performance shares B.
Share Savings Program 2024/2027 participants are required to make a personal investment in the shares of the company or allocate already held shares to the program if they wish to participate in the program. Participants will be offered the option of participating with a maximum number of investment shares that will be allocated to the Share Savings Program in 2024/2027 for each participant.
In accordance with the following, the Share Savings Program 2024/2027 will be offered to: All employees of the company (including the employees at MAG Games Ltd) as of 31 January 2024 (approximately 103 people), including those members of the company's executive management team who are not founders or large shareholders. A maximum number of investment shares will be made available to participants within each category as specified in the table below, where participants are offered the opportunity to participate.
It is possible for participants to receive one free retention share, one free performance share A and one free performance share B for each investment share that is bought and allocated to the program.
As a condition of the share rights allocation, it is necessary that the participant's employment with the company has not been terminated, with certain exceptions for common "good leaver" conditions. During the performance period, if a participant's employment with the company ends on the basis of good leaver grounds during the performance period, the participant will be granted share rights pro-rata to the amount of time left in the performance period.
Allotment of performance shares is, in addition to what is outlined above, subject to the fulfilment of the performance conditions set out below concerning the company's average annual revenue growth and total revenue, respectively, during the performance period, where the participant is allotted one performance share A if a performance condition regarding the average annual revenue growth is fulfilled and one performance share B if a performance condition regarding the total revenue is fulfilled. It has been decided that performance share A shall be calculated by comparing the average revenue in the company's quarterly reports during the period from and including 1 March 2026, up until and including 28 February 2027, with the average revenue in the company's quarterly reports during the period from and including 1 March 2023, up until and including 29 February 2024, which shall be used to calculate the performance condition.. Shares of performance will only be allocated if the revenue of the business has grown during the performance period. As for the performance share A, performance fulfillment can be calculated up to a maximum of one (1) share at 15% average annual revenue growth, with pro-rata allotment in the case of performance fulfilment between 5% and 15% average annual revenue growth.. In the case of performance share B, performance fulfilment is calculated to a maximum of one (1) share at a total revenue of SEK 500 million at the end of the performance period, with a pro-rated allocation from performance fulfilment of performance share A up to a total revenue of SEK 500 million.. In order to determine the number of performance shares to be allotted, the number will be rounded up to the nearest whole number
In order to determine the number of performance shares to be allotted, the number will be rounded up to the nearest whole number
As a result of the Share Savings Program 2024/2027, the company must have received notice of participation by 30 April 2024 at the latest, and the board of directors has the authority to extend this time period as necessary. Following the expiration of the performance period, the allotment of share rights to participants will be made promptly.
After the program starts (1 March 2027), the share rights will vest three years after the start of the program.
It is possible to accelerate the vesting of share rights under certain conditions if the company is merged with another company or if a public offer for the company's entire stock is made by an offeror that acquires over 2/3 of the company's shares, including shares that the offeror or a closely related party to the offeror acquires outside, but in connection with, the offer in order to acquire more than 2/3 of the shares in the company.
It is possible for the holders of the allotted and vested shares to exercise their rights between the dates of April 1, 2027, and June 1, 2027. If, as a result of applicable rules, the holder cannot exercise the share rights within the initial exercise period, the board of directors may, in individual cases, extend the exercise period until no later than 5 July 2027.
In order for employees who reside outside of Sweden to be eligible for participation, the participation must be in accordance with all applicable laws, and the board of directors must, in its sole discretion, determine that such participation is feasible within the limits of reasonable administrative and economic efforts.
As a result, the board of directors will be responsible for the preparation and management of the Share Savings Program 2024/2027 within the scope of the substantial terms mentioned above, which will be governed by separate agreements with each participant.
A proposal for the issuance of warrants by the board of directors of the company
In order to enable the company to deliver shares under the Share Savings Program 2024/2027, the board of directors proposes to the annual general meeting that in accordance with the following criteria, not more than 135,000 warrants of series 2024/2027 should be issued for free to MAG Interactive AB (publ)'s wholly owned subsidiary (the "Subsidiary") in accordance with the following conditions:
MAG Interactive AB (publ) warrants of series 2024/2027 entitle the holder to subscribe for one (1) share in the company during the period from 1 February 2024, or the later date on which the warrants are registered, up to and including 25 July 2027.. The subscription for new shares by way of exercising warrants of series 2024/2027 shall be made at a price of SEK 0 per share for the purpose of exercising warrants.A value of 025975 corresponds to the quota value of the shares in the company. In the event of a bonus issue, share split, rights issue, or similar action, which may result in a change in the exercise price and the number of shares that each warrant of series 2024/2027 entitles to, the exercise price and number of shares entitles to may be recalculated based on the recalculation terms set forth in the complete terms and conditions of the warrants.. In order to subscribe for warrants of series 2024/2027, you must do so by no later than 8 April 2024. The board of directors, however, shall have the right to extend the subscription period if it deems it necessary. Neither oversubscription nor undersubscription is permitted. Please refer to Appendix 1 and Appendix A1 for a complete list of terms
Please refer to Appendix 1 and Appendix A1 for a complete list of terms
A full exercise of the warrants of series 2024/2027 will result in the increase of the share capital by SEK 3,506.493507 if the warrants are exercised in full.
A proposal by the board of directors for approval of the transfer of shares and/or warrants of the company
As part of the annual general meeting, the board of directors proposes that the shareholders authorize the Subsidiary to transfer shares and/or warrants of series 2024/2027 to participants in the Share Savings Program 2024/2027 as a part of the allotment of share rights based on the terms set forth in section A of this agreement.
There are many factors to consider, including dilution effect, market value, costs, etc.
The proposal made by the board of directors to resolve on the issuance of warrants would result in a dilution effect of approximately 0 shares as a maximum.Upon full exercise of the proposed warrants, the company will own 51 percent of the shares and the votes in the company. The dilution effect is calculated as the relationship between the additional shares that will be exercised for by exercising the warrants and the sum of the current number of shares and the number of additional shares that will be exercised by exercising the warrants. Shareholders will not be affected by any dilution effect as a result of the cancellation of the remaining warrants
Shareholders will not be affected by any dilution effect as a result of the cancellation of the remaining warrants
The Share Savings Program 2024/2027 is expected to have only marginal effects on the key ratios of the company as a whole.
The board of directors has assessed that the Share Savings Program 2024/2027 will trigger a number of costs, primarily related to administration, accounting and salaries, as well as social security contributions.
It is estimated that the total costs for administration will amount to approximately SEK 200,000.
As an employee expense, the share rights will be accounted for over the performance period of the company without affecting the cash flow of the company.. The Share Savings Program 2024/2027 will also require social security contributions if share rights are allocated as part of the program. It is expected that the total cost of social security contributions during the performance period will vary depending on the status of the participants in the program, the number of share rights that will vest, and the value of the benefit that the participant will receive, i.e.. At the time of exercise in 2027, the value of the retention shares and performance shares will be determined. On the basis of the value of the share rights, social security contributions will be expensed in the income statement during the performance period
On the basis of the value of the share rights, social security contributions will be expensed in the income statement during the performance period
This analysis is based on the assumption that 100 percent of the share rights included in the Share Savings Program 2024/2027 are vested, that the share price will rise to SEK 30 upon exercise of the retention shares and performance shares, and that the average social security cost will be SEK 31 per month in the future.It has been calculated that the total costs for the program will amount to approximately SEK 5 million, or 42 percent of its total cost.In the period 2024-2027, a total of one million people will be employed, which corresponds to four.On the basis of the budgeted employee costs for the financial year 2023/2024 of the company, 7 percent of the company's annual employee costs (including social security contributions) will be allocated to this project
On the basis of the budgeted employee costs for the financial year 2023/2024 of the company, 7 percent of the company's annual employee costs (including social security contributions) will be allocated to this project
I would like to point out that all of these calculations are preliminary in nature and are only intended to provide an example of the potential costs associated with the Share Savings Program 2024/2027. Therefore, actual costs may differ from those calculated above.
Incentives that have been offered in the past by MAG Interactive AB (publ)
As of right now, the company has one ongoing share savings program, two ongoing warrant programs, and two ongoing employee stock option programs that are available to key employees and other employees of the company.. Together with the Share Savings Program 2024/2027, the previously approved incentive programs are expected to result in a dilution of approximately four percent of the share price.The number of shares outstanding at the end of the day will be 76 per cent of the total number of shares if all outstanding and proposed warrants are exercised in their entirety. The dilution effect is calculated as the result of the relationship between the number of additional shares that will be exercised under the warrants and the sum of the current number of shares and the number of additional shares that will be exercised under the warrants. The company's other share-related incentive programs are described in greater detail in the company's annual report for the financial year 2022/2023, which can be found here.
The company's other share-related incentive programs are described in greater detail in the company's annual report for the financial year 2022/2023, which can be found here.
The preparation of the proposal is the first step in the process
It is with the assistance of external advisors that the board of directors has prepared this proposal.
The Nomination Committee has proposed the following resolutions
There are four members of the nomination committee for MAG Interactive AB (publ): Kaj Nygren (NMO Invest AB and Playful Days AB), Johan Persson (Johan Persson, Fredrik Stenh and Anders Larsson), Joachim Spetz (Swedbank Robur Fonder) and Henrik Sandell (Didner & Gerge Fonder), who together represent approximately 55 percent of the voting rights in relation to all shares in the company.. As a member of the nomination committee, Jonas Eriksson, chairman of the board of directors, is co-opted. It is the recommendation of the nomination committee that the following candidates be nominated:
It is the recommendation of the nomination committee that the following candidates be nominated:
The first item on the agenda is the appointment of the chairman of the annual general meeting
The proposal for the chairman of the annual general meeting of 2024 is Jonas Eriksson.
The number of board members is item 11A of the agenda
It is proposed that the number of board members elected at the annual general meeting shall be six, and that deputy board members shall not be appointed at the annual general meeting.
There are a number of auditors and alternate auditors listed in item 11B of the report
It is proposed by the nomination committee that an auditor shall be appointed by a registered auditing firm, and that no deputy auditors shall be appointed.
Board of Directors Fees - Item 12A - Fees for members of the board of directors
The following fees are proposed to be paid to the board of directors by the company:
The auditor's fees are itemized in item 12B of the audit report
According to the proposal, the company's auditors will receive their fees after approving the invoices they have submitted to the company.
As part of item 13 of the agenda, the chairman of the board of directors and other members of the board will be elected
As a result of the nomination committee's recommendation, the following board members are proposed to be elected for the period until the end of the next annual general meeting:
Daniel Hasselberg, Taina Malén, Asbjörn Sndergaard, Jonas Eriksson, Britt Boeskov, and Sa Linder have all been re-elected to the board of directors.
I propose that Jonas Eriksson be elected as the chairman of the board of directors of the company.
The election of auditors is item 14 on the agenda
We propose that PricewaterhouseCoopers AB be elected as auditor for the period until the end of the next annual general meeting, based on the recommendation of the audit committee. A proposal from the nomination committee for the appointment of the new auditor-in-charge by PricewaterhouseCoopers AB has been approved by the general meeting. The new auditor-in-charge will be authorised public accountant Henrik Boman.
Information about other topics
The ownership of shares and the right to vote
There are 26,494,653 shares in MAG Interactive AB (publ), and each share is of the same class and entitles the holder to one vote at the general meetings of the company. The share capital of the company is SEK 688,172.805219 divided into 26,494,653 shares.
It is the majority that rules
In order for the resolution proposed by the board of directors in item 15 on the agenda to be validly adopted by the shareholders, not less than two thirds (2/3) of both the votes cast at the meeting, as well as the shares represented at the meeting must vote in favour of the resolution.. During the meeting, the resolution proposed by the board of directors under item 16 on the agenda will only be validly adopted if there are more than nine tenths (9/10) of both the votes cast and the number of shares represented at the meeting voting in favour of it.
During the meeting, the resolution proposed by the board of directors under item 16 on the agenda will only be validly adopted if there are more than nine tenths (9/10) of both the votes cast and the number of shares represented at the meeting voting in favour of it.
Information on further details
There is a lot of information available on the company's website, www.maginteractive.com, about the individuals who have been proposed for the board of directors, about the proposed auditor, about the justified statements made by the nomination committee regarding the proposed board members, and about the nomination committee's complete proposals that are available on the website of the company. If shareholders request it, the company will send the full proposals free of charge to them.
It is expected that the complete proposals concerning items 15 and 16 on the agenda, as well as the authority for the board of directors to issue new shares and the Share Savings Program 2024/2027 will be available at the company as well as on the company's website, www.maginteractive.com, and will be forwarded to shareholders who request it free of charge.
On or before 3 January 2024, the company will make available the accounting documents and the auditor's report at the company's office and on its website, www.maginteractive.com, and they will be sent free of charge to shareholders who request that the company do so.
Contact information:
In order to obtain additional information, please contact Daniel Hasselberg / CEO / +46 (0)8 644 35 40 / [email protected] Magnus Wiklander / CFO / +46 (0)8 644 35 40 / [email protected]
The annual report of MAG Interactive AB (publ) for the financial year 2022/2023 has been published today on the company's website and is available for download.
In Q4 of last year, MAG Interactive's net sales reached 80 MSEK, a decrease of 11% compared to the same quarter the previous year. Adjusted EBITDA for the quarter came in at 25 MSEK, up by ...
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Source prnewswire