Notice of Annual General Meeting
Registration and more
Shareholders who wish to attend the Annual General Meeting shall:
partly be included in the share register of Euroclear Sweden AB for the day no later than Friday 1 May 2020,
partly register with the Company for participation at the Annual General Meeting under address ENLABS AB, Att: "Corporate General Meeting", Stora Gatan 46,193 30 Sigtuna, or via email to [email protected] The notification must be received by the Company no later than Friday, May 1, 2020.
The registration must include name, person / organization number, shareholding, address, telephone number during the day and, where applicable, information on deputies, representatives and / or assistants. The registration should, where appropriate, be accompanied by complete authorization documents, such as certification of registration or the like.
Shareholders, who have allowed a trustee to register their shares with a bank or trustee must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Annual General Meeting. Shareholders who wish for such re-registration must notify their trustee in good time before Friday, May 1, 2020, when such re-registration must be completed.
Shareholders represented by an agent shall issue a written, dated power of attorney for the representative. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, for the legal entity shall be attached. The authorization and registration certificate may not be older than one year per day for the general meeting. The original authorization and any registration certificate should be sent by letter to the Company well in advance of the meeting at the address given above. A power of attorney form is kept available on the Company website, www.enlabs.com, and can also be obtained by mail to shareholders who contact the Company and state the address where the shareholder wishes to have the power of attorney form sent.
The number of shares and votes
At the time of this notice, the total number of shares and votes in the Company amounts to 62,829,079. The company does not hold any own shares.
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of agenda.
5. Election of one or two minutes checker.
6. Assessment of whether the meeting has been duly convened.
7. Presentation of the published annual report and audit report, as well as of consolidated accounts and group audit report.
8. Decision on:
a) Establishment of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
b) Disposition of the Company's earnings according to the established balance sheet.
c) Discharge for board members and the CEO.
9. Decision of the number of Board members and deputy members.
10. Decision of fees for the Board and auditors.
11. Election of Board and Chairman of the Board.
12. Election of auditors and deputy auditors.
13. Proposal for a decision authorizing the Board to decide on the issue of shares.
14. Resolution to issue warrants.
15. Closing of the Meeting.
Item 8b - Decision on allocation of the company's earnings in accordance with the adopted balance sheet
The Board of Directors proposes the Annual General Meeting to be provided over the Company's earnings in accordance with the Board's proposal in the Annual Report, i.e. the profit for the year of EUR 7,203 thousand in the Parent Company's balance sheets in new account. Balanced profits in the parent company then amount to EUR 22,093,000. The Board also proposes that no dividend be paid for the 2019 financial year.
Sections 9-12 - Decision of the number of board members and deputy directors, decisions of renumeration for the board and auditors, election of the board and chairman and election of the auditor
The Company's Nomination Committee proposes that:
The Board shall consist of five (5) members without deputies;
Renumeration to the Board members elected by the Meeting that do not receive salary from the Company, for the period until the end of the next Annual General Meeting, shall be paid SEK 400,000 to the Chairman of the Board and SEK 200,000 to each other Board member;
Renumeration to the Board members, other than board renumeration, which are part of the Audit Committee and do not receive salary from the Company, shall be paid SEK 50,000 to the Chairman of the Committee and SEK 35,000 to each other Board member who is a member of the Committee;
Renumeration to the Board members, other than board fees, which are included in the Remuneration Committee and do not receive salary from the Company, shall be paid SEK 50,000 to the Chairman of the Committee and SEK 35,000 to each other Board member who is a member of the Committee;
Renumeration to the Company's auditor shall be paid on an ongoing basis in accordance with customary billing standards;
Ordinary Board members Niklas Braathen, Staffan Dahl, Christian Haupt and Peter Åström shall be re-elected, as well as new election of Robert Andersson who will succeed Ludwig Pettersson who leaves the Board at his own request. Furthermore, the Nomination Committee proposes re-election of Niklas Braathen to the Chairman of the Board;
Re-election of PricewaterhouseCoopers AB to auditing company, with principal responsible authorized public accountant Niklas Renström, for the time being until the end of the next AGM.
Item 13 - Proposal for a decision authorizing the Board to decide on the issue of shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next Annual General Meeting, to decide on an increase of the Company's share capital with a maximum of SEK 4,340,930 (418,738 Euro) through a new share issue of a total of no more than 20,000,000 shares, meaning a dilution of approximately 24.1 percent of the registered share capital at the time of the AGM. The new shares shall be issued at a market-based subscription price, subject to market-based issue discount. If applicable, payment for the shares shall, in addition to cash payment, be made in kind or through set-off or otherwise with terms. It is proposed that the Board of Directors, or appointed by the Board of Directors, gets entitled to make the minor changes to the above decision which may be caused by registration thereof with the Swedish Companies Registration Office or Euroclear. The reasons why the Board may decide on an issue with deviation from the shareholders’ preferential right is to enable targeted new share issue to primarily institutional and / or other strategic investors, with the aim of enabling any company acquisitions, and to enable offsetting of any liabilities.
For a valid decision in accordance with the Board’s proposal, the proposal shall be assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 14 – The Board’s proposal for a decision on the issue of warrants
Issue of warrants 2020
The Board of Directors proposes that the Annual General Meeting decides on a directed issue of a maximum of 1,800,000 warrants, which means an increase in share capital on full exercise with a maximum of SEK 391,374 (EUR 37,686). The following conditions shall apply to the decision.
A. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be added to a wholly owned subsidiary of the company, Nordic Leisure Incentive AB (the "Subsidiary"), with the right and obligation to transfer the warrants to employees as below, at a price not less than the option market value according to Black & Scholes valuation model and otherwise on the same terms as in the issue.
B. The reason for the deviation from the shareholders' preferential right is to introduce an incentive program whereby employees through their own investment should take part in and work for a positive value development of the share in the Company during the period covered by the proposed program, and that the Company should be able to retain and recruit competent and dedicated staff.
C. Subscription of the warrants shall take place no later than 2020-07-31.
D. The Board of Directors has the right to extend the subscription period.
E. Each warrant entitles the holder to subscribe for a new share in the Company. Subscription of shares with the support of the warrants can take place during the period from 2023-07-31 until 2023-12-31.
F. The subscription price per share shall correspond to 130 percent of the volume weighted average price according to Nasdaq First North Stockholm's official price list for the share during the period of ten trading days after the 2020 AGM where the AGM resolved on a new issue. The subscription price must not be less than the share's quota value.
G. The shares subscribed for under the warrants shall entail the right to a dividend for the first time on the first record date for the dividend that occurs after the subscription of shares through the exercise of the warrants.
Decision on approval of transfer of warrants
The Board of Directors proposes that the AGM approves the Subsidiary's transfer of warrants on the following terms.
1. The right to acquire warrants from the Subsidiary shall be added to a maximum of 16 selected employees within the Group (the "Participants") as follows:
|Subscriber category||Maximum subscriber within category||Maximum number of warrants per subscriber||Maximum number of warrants per category|
|CEO||1||400 000||400 000|
|Senior management||5||200 000||1 000 000|
|Key personnel||10||50 000||500 000|
2. The Board makes a final decision on the number of warrants offered to the Participants within the limits set out in the table above.
3. The warrants shall be transferred on market terms at a price (premium) determined on the basis of a calculated market value for the warrants using the Black & Scholes valuation model calculated by an independent valuation institution.
4. Transfer to Participants presupposes, firstly, that the acquisition of the warrants can legally take place and that, according to the Board's assessment, it can be made for reasonable administrative and financial efforts.
5. Payment for the subscribed warrants shall be made within three banking days after the notification of the acquisition.
6. In connection with the transfer of options to the Participants, the Company or the Subsidiary shall, by agreement, reserve the right to repurchase options if the Participant's employment or assignment in the Group terminates.
7. The warrants shall be transferred to the Participants as above, whereupon unallocated warrants held by the Subsidiary and not transferred or repurchased from the Participants may be canceled by the Company upon decision of the Board of Directors. Cancellation must be reported to the Swedish Companies Registration Office for registration.
Details of the warrants program
At full subscription under all subscription options, a maximum of 1,800,000 new shares may be issued, corresponding to a dilution of approximately 2.8 percent of both the current number of outstanding shares and the maximum number of additional shares from previous programs, however, subject to the conversion of the number of shares. which each subscription option entitles to subscription.
2. Impact on key figures and costs for the Company and others
The company's earnings per share will not be affected by the issue as the exercise price of the warrants exceeds the current market value of the share at the time of the issue. The Company's future earnings per share may be affected by the potential dilution effect of the warrants if the Company reports both a positive result and the exercise price is below market value.
The warrants will be transferred at market value and should not incur any social charges for the Group. In addition to this, no benefit will arise and thus no personnel costs for the Company. The warrants program will entail certain limited costs in the form of external consulting fees and administration regarding the warrants program.
3. Calculation of the market value
An independent valuation institution / audit company calculates the value of the warrants according to the Black & Scholes valuation model.
4. Preparation of the case
The principles for the option program have been worked out by the Company's Board of Directors. The proposal has been prepared with the support of external advisors and after consultations with shareholders. The Board has subsequently decided to present this proposal to the Annual General Meeting. In addition to the officials who prepared the question in accordance with instructions from the Board, no employees who may be covered by the program participated in the design of the conditions.
5. Authorizations and decision rules
The AGM instructs the Board of Directors of the Company to execute decisions in accordance with the proposals in this notice.
The Board of Directors, or that the Board of Directors designates, is authorized to make the minor adjustments required for the decision to be registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
The decision of the Annual General Meeting regarding this item are valid only if they are supported by shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
Accounting documents, audit report and other documents in accordance with the Companies Act (2005: 551), will be available at the Company's office, Stora Gatan 46,193 30 Sigtuna, no later than April 16, 2020. The documents will also be available on the Company's website www. enlabs.com.
Copies of the above documents are sent free of charge to the shareholders who request it and provide their mailing address.
Shareholders present at the Annual General Meeting are entitled to request information regarding matters on the agenda or the Company's and the Group's financial situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005: 551).
(Unofficial translation, Swedish version prevails)
For more information, please contact:
Niklas Braathen, Chairman of the Board
[email protected] / +46 70-525 27 77
Sigtuna in April 2020
Board of Directors
Stora Gatan 46, 193 30 Sigtuna
+46 18 346090
ENLABS stands for Entertainment Laboratories. We are a company that creates entertainment through innovative thinking within three business areas: Gaming, Media and Solutions. The corporate group has offices in Tallinn, Riga, Vilnius, Malta, Marbella and Stockholm. The operating subsidiaries hold national licenses for their operations and the Group employs approximately 200 employees. Enlabs AB (NLAB) is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser: [email protected], +46 (0)8 121 576 90.
For more information, visit enlabs.se