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Beskrivning

LandSverige
ListaFirst North Stockholm
SektorSällanköp
IndustriGaming
Enad Global 7 är en koncern inom spelindustrin som utvecklar, marknadsför, förlägger och distribuerar PC-, konsol- och mobilspel till den globala spelmarknaden. Bolaget utvecklar egna IP:n, samt är konsulter till andra bolag världen över genom spelutvecklingsdivisionerna Toadman Studios och Antimatter Games. Koncernens marknadsavdelning har bidragit till att släppa flera varumärken och förläggaravdelningen arbetar med både fysisk och digital förläggning. Huvudkontoret ligger i Stockholm.
2023-11-27 08:00:00

The shareholders of Enad Global 7 AB (publ), reg. no. 556923-2837, (the "Company") are hereby invited to the extra general meeting on Wednesday 13 December 2023 at 16:00 CET at Baker McKenzie Advokatbyrå's office at Vasagatan 7 in Stockholm.

Right to attend and notification
Shareholders who wish to attend the extra general meeting must:

i. on the record date, which is Tuesday 5 December 2023, be registered in the share register maintained by Euroclear Sweden AB; and

  1. notify the company of their participation and any assistants (no more than two) in the extra general meeting no later than Thursday 7 December 2023 in accordance with the following:
    1. in writing by mail to Baker McKenzie Advokatbyrå, Attn: Carl Isaksson, Box 180, 101 23 Stockholm;
    2. via e-mail to carl.isaksson@bakermckenzie.com; or
    3. by submitting an advance vote in accordance with the instructions under "Advance voting" below.

The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Tuesday 5 December 2023 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 7 December 2023 will be considered in preparations of the share register.

Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 7 December 2023. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted. A proxy form will be available on the Company's website, www.enadglobal7.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Advance voting
Shareholders may exercise their voting rights at the extra general meeting by voting in advance, so-called postal voting. A person who wishes to attend the meeting in person or by proxy must however give notice in accordance with the instructions under "Right to attend the general meeting and notice" above. This means that a notice of participation only through advance voting is not sufficient for shareholders who wish to attend the meeting venue.

A special form must be used for the advance vote. The form is available on the Company's website, www.enadglobal7.com and will be sent to shareholders who request it and provide their e-mail or postal address. Submission of the form in accordance with the instructions set out below is considered as notice of participation in the extra general meeting. The completed form must be received by the Company no later than 7 December 2023. The completed form shall be sent to the Company by mail to Baker McKenzie Advokatbyrå, Attn: Carl Isaksson, Box 180, 101 23 Stockholm, or via e-mail to carl.isaksson@bakermckenzie.com.

Shareholders may not provide specific instructions or conditions to the advance vote. If so, the entire advance vote is invalid.

Shareholders submitting their advance vote by proxy must issue a dated written proxy for their representative signed by the shareholder, which must be enclosed with the advance voting form. A proxy is valid one (1) year from its issue date or such longer period as set out in the proxy, however not more than five (5) years. Proxy forms are available upon request and on the company’s website, www.enadglobal7.com. If the shareholder is a legal entity, a registration certificate or equivalent authorization document, not older than one (1) year, listing the authorized signatories shall be appended to the advance voting form.

Further instructions and conditions are included in the form for advance voting.

Draft agenda

  1. Opening of the meeting and election of chairman of the meeting and keeper of the minutes
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to certify the minutes
  5. Examination of whether the meeting has been duly convened
  6. Resolution regarding dividend
  7. Closing of the meeting

Proposed resolutions

Item 1: Opening of the meeting and election of chairman of the meeting and keeper of the minutes
The board of directors of the Company proposes that Carl Svernlöv, attorney at law, at Baker McKenzie Advokatbyrå, is appointed as chair of the general meeting and as keeper of the minutes or, in his absence, the person instead appointed by him.

Item 2: Preparation and approval of the voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by Euroclear Sweden AB, the notifications of participation in the general meeting received and the advance votes received, and as verified by the person elected to certify the minutes.

Item 3: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.

Item 4: Election of one or two persons to certify the minutes
The board of directors proposes that Carl Isaksson, attorney at law, at Baker McKenzie Advokatbyrå, is elected to certify the minutes of the general meeting or, in his absence, the person instead appointed by him. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.

Item 6: Resolution regarding dividend
Background to the proposal – it is noted that this is not an item for resolution
On the Company's capital markets day on 20 September 2023, the board of directors communicated the ambition, subject to approval from the shareholders, to adopt a capital return program. This may be formulated as follows: "The Company shall on an annual basis, considered a remaining attractive capital structure, distribute up to 50 percent of cash adjusted net profit. This will be divided into an ordinary dividend and an opportunistic share buyback program." For the performance of the full year 2023 the maximum size of the program is estimated to be SEK 100,000,000, where SEK 40,000,000 is distributed as a minimum normal dividend, and the residual SEK 60,000,000 up to the maximum amount of SEK 100,000,000 may be distributed either as an extra dividend or through an opportunistic share buyback program.

The Company is listed on Nasdaq First North Growth Market ("First North"), where share buyback procedures are restricted. The board has also communicated its ambition to change list to Nasdaq Stockholm ("Main Market") during 2024, which will make it possible to execute normal buyback procedures at that point in time. However there has been a growing interest for companies listed on First North to carry out so called "synthetic" share buyback programs. The board has evaluated that option together with well renowned legal advisors. Based on those legal advices the board refrain from executing any synthetic buyback programs since it is judged that it could potentially raise questions in connection with the list change to Main Market.

Awaiting the audited year end closing of 2023 and the progress in the uplisting project, the board therefore resolved to propose to the shareholders a capital return program for the first half of the year 2024 in the form of a dividend in a total amount of SEK 39,871,586.70, of which SEK 20,000,000.00 should be seen as ordinary dividend and SEK 19,871,586.70 as an extra dividend, in accordance with the below.

Proposal regarding resolution on dividend
According to the adopted annual accounts the Company for the financial year 2022, the unappropriated earnings according to Ch. 17 § 3 first paragraph of the Swedish Companies Act amount to SEK 3,532,077,624. No value transfer has been resolved since the annual accounts were delivered. Thus, the amount available for distribution according to Ch. 17 § 3 first paragraph of the Swedish Companies Act is SEK 3,532,077,624. In consideration of this, the board of directors proposes that the extra general meeting resolves on a dividend in a total amount of SEK 39,871,586.70, corresponding to SEK 0.45 per share, payable in cash.

The board of directors proposes that dividends shall be paid twice quarterly. Due to technical limitations at Euroclear Sweden AB, it is proposed that the quarterly dividend at the first payment amounts to SEK 0.23 per share, resulting in a total dividend of 20,378,810.98, and on the second payment to SEK 0.22 per share, resulting in a total dividend of SEK 19,492,775.72.

The proposed record dates for the quarterly dividends are on 1 March 2024 and on 3 June 2024. Payment from Euroclear Sweden AB is expected to be made on 6 March 2024 and 7 June 2024.

Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 88,603,526. The Company holds no own shares.

Other
Proxy forms, forms for advance voting and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at Sveavägen 17, plan 5, 111 57 Stockholm and at the Company's website, www.enadglobal7.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Stockholm in November 2023
Enad Global 7 AB (publ)
The board of directors