Announcement from Embracer Group’s extra general meeting
The extra general meeting of Embracer Group AB (“Embracer” or the “Company”) was held today on 7 January 2022, and the following resolutions were passed by the meeting.
Authorization for the board to issue shares for the acquisition of Asmodee
The extra general meeting 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, on one or more occasions, to resolve to issue B shares, without preferential rights for the shareholders to be paid in cash, in kind and/or by way of set-off. A resolution for a share issue in accordance with the above may only take place in connection with the completion of the potential acquisition of Asmodee which was announced through a press release on 15 December 2021, and the number of shares issued may amount to a maximum of the number included in that press release (with potential adjustments depending on the time for completion of the acquisition).
In connection with an issuance in accordance with the above, the board of directors shall, when determining the number of shares, warrants or convertibles that may be issued pursuant to the authorization, consider and deduct the number of shares the Company holds itself at every given time after any possible reclaim of shares that have been issued in connection with acquisitions.
Authorization for the board to issue shares, convertibles and/or warrants
The extra general meeting 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 Embracer at the time when the authorization is used the first time, 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.
In connection with issuances in accordance with the above, the board of directors shall, when determining the number of shares, warrants or convertibles that may be issued pursuant to the authorization, consider and deduct the number of shares Embracer holds itself at every given time after any possible reclaim of shares that have been issued in connection with acquisitions. Following registration at the Swedish Companies Registration Office, this authorization will replace the authorization resolved upon by the extra general meeting held on 16 September 2021, under which there are still 32,052,854 shares left to issue.
