Bulletin from the Extraordinary General Meeting on November 7, 2018

The extraordinary general meeting in G5 Entertainment AB (publ) (the “Company”) was held at 7a Conference center, Strandvägen 7a in Stockholm, on November 7, 2018. 

Petter Nylander was elected chairman of the meeting. 

The meeting resolved, with the required majority and in accordance with the Board of Directors’ proposal, on the following matters:

Performance based long-term share program for executive management and key employeesIt was resolved to implement a performance based, long-term incentive program for the executive management and key employees of the Company and its subsidiaries (“LTIP 2018”). The program is share-based include approx. 100 persons. The vesting period amounts to approx. 2.5 years. Following the end of the vesting period, the participants will be allotted ordinary shares in the Company free of charge, provided that certain performance conditions have been satisfied. Allotment of shares under LTIP 2018 requires that the participants remain employed by the Company or any of its subsidiaries during the entire vesting period. In addition, certain performance levels related to the development in the total shareholders’ return on the Company’s ordinary share (“TSR”) must be reached. For allotment to take place, the TSR must exceed 95 per cent for the entire vesting period, corresponding to 31 per cent per year. Maximum allotment is awarded if the TSR reach or exceed 205 per cent for the entire vesting period, corresponding to 56 per cent per year.

No more than 120,000 ordinary shares may be allotted to the participants of LTIP 2018, corresponding to a dilutive effect of 1.3 per cent. The total costs for LTIP 2018 are estimated to approx. SEK 22 million at maximum allotment.

The purpose of LTIP 2018 is to increase the possibilities to recruit and retain competent employees and to increase the commitment and the motivation of the program participants and to strengthen the participants’ ties to the G5 group and its shareholders.

To secure delivery of shares under LTIP 2018, it was resolved, as set forth below, to introduce a new class of shares (class C shares) by amending the articles of association, to authorize the Board of Directors to resolve on a directed issue of class C shares, to authorize the Board of Directors to resolve on acquisition of own class C shares and to transfer own ordinary shares to the participants of LTIP 2018.

Performance based long-term share program for the CEO

It was resolved to invite the Company CEO, who is also a member of the Board of Directors, to participate in LTIP 2018. The CEO may be allotted no more than 10,000 shares under LTIP 2018.

Amendments of the articles of association – introduction of a new class of shares 

The meeting resolved to amend the articles of association whereby a new class of shares (class C shares) is introduced. The class C share shall carry one tenth (1/10) vote per share and shall not entitle to dividend. Further, the class C share shall be redeemable upon a resolution by the Company’s Board of Directors or the general meeting of shareholders. The class C share shall also be convertible into ordinary shares upon a resolution by the Board of Directors or the general meeting of shareholders. The new class C shares shall be issued solely for the purpose of securing delivery of ordinary shares to the participants in share-based incentive programs as resolved by a general meeting of shareholders. In connection with the introduction of the new class C shares, the Company’s existing shares shall be named ordinary shares.      

Authorization for the Board to resolve on issuance of class C shares

The meeting resolved to authorize the Board of Directors during the period until the next annual general meeting, on one or more occasions, to increase the Company’s share capital by not more than SEK 12,000 through issuance of not more than 120,000 class C shares. With derogation of the shareholders' pre-emption rights, a bank shall be entitled to subscribe for the new class C shares at a subscription price corresponding to the quotient value of the shares. The purpose of the authorization and the reason for the derogation from shareholders' pre-emption rights in connection with the issue of class C shares is to secure delivery of shares to participants in LTIP 2018.

Authorization for the Board to resolve to acquire own class C shares 

The meeting resolved to authorize the Board of Directors during the period until the next annual general meeting, on one or more occasions, to acquire own class C shares. The acquisitions may only be effected through a public offer directed to all holders of class C shares and shall comprise all outstanding class C shares.The number of shares acquired may not result in the Company holding at any time more than 10 per cent of the total number of shares in the Company. The acquisitions shall be conducted at a purchase price corresponding to the quotient value of the share. Payment for the class C shares shall be made in cash. The purpose of the authorization is to secure delivery of shares to participants in LTIP 2018.

Transfer of own ordinary shares 

The meeting resolved to transfer no more than 120,000 ordinary shares in the Company (or such higher number of ordinary shares that may follow from a recalculation resulting from a bonus issue, split, preferential issue or similar measures). The ordinary shares shall be transferred, free of charge, to participants in LTIP 2018, who according to terms and conditions for LTIP 2018, are entitled to receive ordinary shares in the Company and in accordance with the other conditions for LTIP 2018. The reasons for the deviation from the shareholders’ pre-emption rights are that the transfer of shares is part of the execution of LTIP 2018. 

More information about the Company can be found on www.g5e.se/corporate.