Announcement from Embracer Group's annual general meeting
The annual general meeting 2022 (the "AGM") of Embracer Group AB ("Embracer") was held today on 21 September 2022 in Karlstad and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Embracer and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the non-restricted equity, in total SEK 46,857,929,000 would be carried forward.
Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2021/2022.
Election of the board of directors, auditor and remuneration
The AGM resolved that the board of directors shall consist of seven directors without any deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.
The AGM further resolved that the remuneration to the board shall be in total SEK 5,475,000 (SEK 4,000,000 the previous year), including remuneration for committee work, and for each director elected by the meeting and who is not employed by Embracer or group the remuneration shall be SEK 600,000 (SEK 450,000 the previous year) and the chair of the board of directors is to receive SEK 2,100,000 (SEK 1,200,000 the previous year).
Furthermore, it was resolved that remuneration for members of the audit and sustainability committee shall be SEK 175,000 (SEK 125,000 the previous year) and the remuneration to the chair of the audit and sustainability committee shall be SEK 275,000 (SEK 250,000 the previous year) and that remuneration for members of the remuneration committee shall be SEK 100,000 (SEK 75,000 the previous year) and remuneration to the chair of the remuneration committee shall be SEK 150,000 (SEK 150,000 the previous year).
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
David Gardner, Jacob Jonmyren, Matthew Karch, Erik Stenberg, Kicki Wallje-Lund and Lars Wingefors were re-elected as directors of the board. Cecilia Driving was elected as new director. Ulf Hjalmarsson had declined re-election and was not re-elected as director.
Kicki Wallje-Lund was re-elected as the chair of the board.
Ernst & Young Aktiebolag was re-elected as Embracer’s auditor. Ernst & Young Aktiebolag has announced that the authorized auditor Johan Eklund continues as main responsible auditor.
Resolution regarding principles for appointment of nomination committee
The AGM resolved, in accordance with the shareholder Lars Wingefors AB’s proposal, to adopt principles for appointment of a nomination committee.
Resolution regarding guidelines for remuneration to senior executives
The AGM resolved, in accordance with the board of directors’ proposal, to adopt guidelines for remuneration to senior executives
Authorization for the board to issue shares, convertibles and/or warrants
The AGM 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 Embracer or in connection with acquisitions.
For further details regarding the resolutions at the AGM refer to the notice, the annual report, the complete proposals which are available at Embracer and have been made public at Embracer’s website www.embracer.com
About Embracer Group
Embracer Group is a parent company of businesses led by entrepreneurs in PC, console, mobile and board games and other related media. The Group has an extensive catalog of over 850 owned or controlled franchises.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its eleven operative groups: THQ Nordic, Koch Media, Coffee Stain, Amplifier Game Invest, Saber Interactive, DECA Games, Gearbox Entertainment, Easybrain, Asmodee, Dark Horse and Embracer Freemode. The Group has 127 internal game development studios and is engaging more than 12,750 employees and contracted employees in more than 40 countries.
Embracer Group’s shares are publicly listed on Nasdaq First North Growth Market Stockholm under the ticker EMBRAC B with FNCA Sweden AB as its Certified Adviser; firstname.lastname@example.org +46-8-528 00 399.