Notice of Annual General Meeting Vavel Games AB June 30, 2020

Notice of Annual General Meeting Vavel Games AB June 30, 2020

The shareholders of Vavel Games AB, 559069-1217 (“The Company” or “), are hereby invited to the Annual General Meeting on Tuesday, June 30, 2020 at. 15:00 at the Company’s premises at Storgatan 53 in Skellefteå. Registration for the AGM begins at. 14:45.

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Notice of Annual General Meeting Vavel Games AB June 30, 2020

The shareholders of Vavel Games AB, 559069-1217 (“The Company” or “), are hereby invited to the Annual General Meeting on Tuesday, June 30, 2020 at. 15:00 at the Company’s premises at Storgatan 53 in Skellefteå. Registration for the AGM begins at. 14:45.

Right to participate and register
Shareholders who wish to attend the AGM shall:

• be included in the share book kept by Euroclear Sweden AB on Wednesday, June 24, 2020, and
• Register with the company no later than 10.00. Wednesday, June 24, 2020 in writing to Vavel Games AB, Storgatan 53, 931 30 Skellefteå or by e-mail to investors@vavel.gs The notification must state full name, personal or organizational number, shareholding, address, telephone number daytime and should be in if applicable, a representative or deputy (maximum 2) is provided. The notification shall be accompanied, where appropriate, by proxies, registration certificates and other authorization documents.

Covid-19
Due to the continued spread of the corona virus, precautions will be taken in connection with the meeting. The meeting will be held as short as possible and no consumption will be offered in connection with the meeting. Shareholders, agents and assistants who exhibit the minimum symptoms of illness, have close relatives who are ill or belong to a risk group should not attend the meeting. Shareholders should consider the possibility of voting by proxy.

Trustee-registered shares
Shareholders who have their shares registered with the nominee, through a bank or other nominee, must, in order to be entitled to attend the general meeting, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed by Wednesday, June 24, 2020, which means that shareholders wishing to re-register must notify the trustee of this in good time before the said date.

Proxy representation
If a shareholder is to be represented by a proxy, the proxy must have written, dated and signed proxy signed by the shareholder. The power of attorney may not be older than one year, unless the term of validity (but not more than five years) is no longer stated in the power of attorney. If the power of attorney is issued by a legal person, the representative shall also have the relevant registration certificate or corresponding document for the legal person. To facilitate the submission, a copy of the authorization and other authorization documents should be attached to the notification to the AGM.

Proposed agenda:

1. The Meeting opens.
2. Election of Chairman of the Meeting.
3. Appointment of protocol driver.
4. Establishment and approval of voting length.
5. Approval of the agenda.
6. Election of one or two adjustment men.
7. Examination of whether the meeting has been duly convened.
8. The CEO’s speech.
9. Presentation of the annual report and the audit report.
10. Decision

(a) establishing the income statement and balance sheet.

1. b) on appropriations regarding the company’s earnings in accordance with the adopted balance sheet.
2. c) on discharge from liability for the members of the Board of Directors and the Managing Director.
3. Determination of board and auditor fees.
4. Election of Board of Directors and auditors.
5. Resolution on authorization for the Board to decide on issues etc.
6. The Meeting is closed.

Proposition for resolution:

Allocation of results (paragraph 10 b)
The Board of Directors proposes to the AGM to dispose of the company’s earnings in accordance with the Board’s proposal in the annual report. The Board also proposes that no dividend be paid for the 2019 financial year.

Determination of board and auditor fees and election of board and auditor (items 11 and 12)
Shareholders representing about 96% of the votes in the Company (through shares in class A) propose that the Board of Directors shall consist of five members without deputies through re-election of Magnus Orregård, John Balestrieri, Pär Hultgren and new election of Mikolaj Marcisz and Nav Sunner. In addition, re-election of Magnus Orregård as Chairman of the Board and re-election of Authorized Public Accountant Stefan Hällberg with Authorized Public Accountant Daniel Holmström as Deputy Auditor. The shareholders further propose that remuneration be paid by SEK 150,000 to the Chairman of the Board and SEK 75,000 each to a Board member who does not hold an operational position in the Company for the period until the next Annual General Meeting. In addition, the auditor receives a fee according to approved current account.

Resolution on authorization for the Board to decide on issues etc. (paragraph 13)
The Board of Directors proposes that the Meeting resolves, in order to enable the Board to provide the company with, among other things, the company. working capital, capital for company acquisitions, acquisition of technology solutions and / or reducing the company’s debt burden by allowing creditors to settle held claims against shares in the company, to authorize the board, during the period up to the next annual general meeting, to be able to decide on a new issue of a maximum of a number of shares. and / or convertible debentures and / or warrants that entitle to conversion to the respective new subscription of, or involve the issuance of, a maximum of 400,000,000 shares, with or without deviation from the shareholders’ preferential rights and with or without a provision in respect of shares or / or convertible debentures and / or warrants shall be subscribed for with set-off rights or otherwise with conditions. The authorization may be used on one or more occasions. In order that the company’s current shareholders will not be disadvantaged in relation to the external investor (s) who may subscribe for shares and / or convertible debentures and / or warrants in the company, the Board considers it appropriate that the issue price be determined in the event of deviations from the shareholders’ preferential rights to close to that. market level that the company’s Board of Directors considers at each individual occasion to prevail. The Board shall have the right to decide on the detailed issue conditions.

A resolution in accordance with this paragraph presupposes for its validity that it is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.Övrigt
Årsredovisningen jämte revisionsberättelsen för bolaget liksom fullständiga beslutsförslag kommer att hållas tillgängliga på bolagets kontor, Storgatan 53, 931 30 Skellefteå och på bolagets hemsida www.vavel.gs senast två veckor innan årsstämman och skickas till de aktieägare som begär det och uppger sin postadress. Aktieägare som är närvarande vid bolagsstämman har rätt att begära upplysningar i enlighet med 7 kap. 32 § aktiebolagslagen (2005:551).

Skellefteå May 2020
Vavel Games AB
STYRELSEN