STOCKHOLM –– The Annual General Meeting of shareholders in Starbreeze AB (publ) was held on 13 May 2020 in Stockholm. A summary of the resolutions taken by the AGM follows. For complete details concerning all resolutions, please see the basis for resolutions by the annual general meeting, which is available (in Swedish) on the company’s website at www.starbreeze.com/investor-relations/corporate-governance/meetings-events
Annual accounts and discharge from liability
The AGM adopted the consolidated income statement and consolidated balance sheet.
The members of the Board of Directors and the chief executive officer were discharged from liability for the financial year of 1 January–31 December 2019.
The AGM resolved that no dividend will be distributed for the financial year of 1 January–31 December 2019.
Number of directors, Board of Directors, chairman of the board, election of the auditor, directors’ fees and remuneration to the auditor
It was resolved that the Board of Directors shall be composed of five ordinary directors. Jan Benjaminson, Torgny Hellström, Tobias Sjögren and Kerstin Sundberg were re-elected, and Anna Lagerborg was elected as a new director in accordance with the Nomination Committee’s proposal. Torgny Hellström was re-elected as Chairman of the Board of Directors.
The authorized audit firm Öhrlings PricewaterhouseCoopers AB was re-elected as the statutory auditor with authorized public accountant Nicklas Kullberg as auditor in charge.
The AGM approved the proposed yearly fees to the Board of Directors as follows: SEK 800,000 to the Chairman of the board and SEK 250,000 to each non-executive director. Additionally, the AGM approved fees to members of the Remuneration Committee of SEK 75,000 to each of the chairman and the members. The AGM approved fees to members of the Audit Committee of SEK 350,000 to the chairman and SEK 175,000 to each member. Remuneration to the auditor was approved in accordance with the approved invoice.
Authorization for the Board of Directors to decide to issue new shares
The AGM resolved to authorize the Board of Directors to decide, on one or more occasions during the period ending at the close of the next Annual General Meeting, to issue new shares, with or without waiver of shareholders’ preferential rights, of Class B, or to issue convertible bonds or warrants conferring the right to purchase shares of Class B, corresponding (in connection with the planned exercise of such convertible bonds or warrants where applicable) to a maximum of ten percent of the number of shares outstanding from time to time, against payment in cash, through set off or payment in kind. The issue price may not be lower than a fair market price. Other terms and conditions shall be resolved by the Board of Directors and made on fair market terms.
Amendment of articles of association
The AGM resolved to change item 8 of the articles of associations by removing information regarding record date as an adaptation to an upcoming legislative change.
The AGM resolved to adopt the Nomination Committee’s proposal for appointment of the Nomination Committee.
Guidelines for remuneration to senior executives
The AGM adopted the guidelines for remuneration to senior executives of the company as proposed by the Board of Directors.
Shareholder Sven Eriksson’s proposal for resolution
The AGM resolved to reject the shareholder Sven Eriksson’s proposal for resolution to cease the re-stamping of shares of class A shares to shares of class B.
For more information, please contact:
Torgny Hellström, Chairman of the Board of Directors
Maeva Sponbergs, EVP Communication
Tel: +46(0)8-209 208, email: [email protected]
The information was submitted for publication through the agency of the contact person set out above on 13 May 2020 at 18:20 CET.
Starbreeze is an independent developer, creator, publisher and distributor of PC and console targeting the global market, with studios in Stockholm, Barcelona and Paris. Housing the smash hit IP PAYDAY, Starbreeze develops games based on proprietary and third-party rights, both in-house and in partnership with external game developers. Starbreeze shares are listed on Nasdaq Stockholm under the tickers STAR A and STAR B with the ISIN-codes SE0007158928 (A share) and SE0005992831 (B share). For more information, please visit starbreeze.com