Notice of the Annual General Meeting

Stockholm
May 9, 2022
11.57 PM CEST

STOCKHOLM — The shareholders of Modern Times Group MTG AB (publ) (“MTG”) are hereby given notice of the Annual General Meeting on Wednesday 8 June 2022. The Board has decided that the Annual General Meeting is to be held only through postal voting in accordance with temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or third parties. Information on the resolutions by the Annual General Meeting will be announced on Wednesday 8 June 2022, as soon as the outcome of the postal voting has been finally confirmed.

Stockholm
May 9, 2022
11.57 PM CEST

The notice, including the Board's and the Nomination Committee's complete proposals to the Annual General Meeting, is attached to this press release. The notice is also available on the company’s website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors").

Participation

Shareholders who wish to participate in the Annual General Meeting shall be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday 30 May 2022, and give notice to participate no later than Tuesday 7 June 2022 by casting their postal vote as instructed under the heading "Postal voting" below, so that the postal vote is received by Computershare AB no later than that day.

To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice to participate by casting their postal vote, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Monday 30 May 2022. Such re-registration may be temporary (voting rights registration) and can be requested from the nominee in accordance with the nominee’s procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than Wednesday 1 June 2022 will be considered in the presentation of the share register.

Postal voting

A special form shall be used for postal voting. The form is available on the company’s website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). The completed postal voting form must be received by Computershare AB (administering the forms on behalf of the company) no later than Tuesday 7 June 2022. The form may be submitted either by email to info@computershare.se, or by post to Computershare AB, "AGM of MTG", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders may also cast their postal votes digitally through BankID verification. Link to digital postal voting can be found on the company’s website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the postal voting form. A template proxy form is available on the company’s website at www.mtg.com under the heading "General Meetings" (which can be found under the section "Investors"). If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions and conditions can be found on the postal voting form.

Proposed agenda

  1. Election of Chairman of the Annual General Meeting.
  2. Election of one or two persons to check and verify the minutes.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Determination of whether the Annual General Meeting has been duly convened.
  6. Presentation of the Annual Report, the Auditor’s Report and the consolidated financial statements and the Auditor’s Report on the consolidated financial statements.
  7. Resolution on the adoption of the Income Statement and the Balance Sheet and of the consolidated Income Statement and the consolidated Balance Sheet.
  8. Resolution on the treatment of the company’s results as stated in the adopted Balance Sheet.
  9. Resolution on the discharge of liability of the members of the Board and the Chief Executive Officer.
  10. Presentation and resolution on the approval of the Remuneration Report.
  11. Determination of the number of members of the Board.
  12. Determination of the remuneration to the members of the Board.
  13. Determination of the remuneration to the Auditor.
  14. Election of Board members:
  1. Chris Carvalho (re-election, proposed by the Nomination Committee).
  2. Simon Duffy (re-election, proposed by the Nomination Committee).
  3. Gerhard Florin (re-election, proposed by the Nomination Committee).
  4. Dawn Hudson (re-election, proposed by the Nomination Committee).
  5. Marjorie Lao (re-election, proposed by the Nomination Committee).
  6. Simon Leung (re-election, proposed by the Nomination Committee).
  7. Natalie Tydeman (re-election, proposed by the Nomination Committee).
  8. Florian Schuhbauer (new election, proposed by the Nomination Committee).
  1. Election of the Chairman of the Board.
  2. Determination of the number of Auditors and election of Auditor.
  3. Resolution regarding a new incentive plan for 2022, including resolutions regarding:
  1. adoption of the plan;
  2. authorisation for the Board to resolve on a new issue of Class C shares;
  3. authorisation for the Board to resolve to repurchase own Class C Shares;
  4. transfer of own Class B shares to the participants in the plan; and
  5. swap agreement with third party in relation to the plan.
  1. Resolution regarding an offer to repurchase warrants from the participants in MTG’s 2019 warrant plan.
  2. Resolution regarding an extraordinary cash value transfer through a share redemption plan including resolutions regarding:
    1. amendments to the Articles of Association in order to facilitate the share split 2:1;
    2. share split 2:1;
    3. amendments to the Articles of Association in order to facilitate a reduction of the share capital through redemption of shares;
    4. reduction of the share capital through redemption of shares, and
    5. increase of the share capital through a bonus issue without issuance of new shares.
  3. Resolution regarding authorisation for the Board to resolve on repurchases and transfers of own shares.
  4. Resolution on reduction of the share capital by way of cancellation of repurchased own shares.
  5. Resolution on authorisation for the Board to resolve on new issues of Class B shares.
  6. Resolution on a directed issue of Class B shares to the minority shareholder in MTG Gaming against payment through contribution in-kind.

Press files
MTG - Notice of the 2022 Annual General Meeting
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