ReutersReuters

Notice to the Extraordinary General Meeting in Embark Group AB (publ)

The shareholders of Embark Group AB (publ), reg. no. 559214-3316, (the "Company") are hereby invited to an extraordinary general meeting to be held on Tuesday 7 January at 1.00 p.m. at Advokatfirman Delphi, Mäster Samuelsgatan 17, 111 84, Stockholm (the "General Meeting").

Right to attend the General Meeting

Shareholders who wish to attend the General Meeting must

  • be entered in the share register maintained by Euroclear Sweden AB on Friday 20 December 2024,
  • register with the Company no later than Monday 30 December 2024.

In addition to registering with the Company for attendance, shareholders whose shares are registered in the name of a nominee through a bank or securities institution must, through the nominee, register their shares in their own name with Euroclear Sweden AB in order to be entitled to attend the General Meeting. Such registration, which may be temporary, must be effected with Euroclear Sweden AB no later than Friday 27 December 2024, which means that the shareholder must inform the nominee well in advance of this date. Shareholders may attend the meeting in person or by authorised proxy and may be accompanied by a maximum of two assistants.

Notification and registration

Notification of attendance at the General Meeting can be made by post to "Embark Group AB (publ) Extraordinary General Meeting", Advokatfirman Delphi, Box 1432, Stockholm or by e-mail to info@ladyluckgames.io. When giving notice of attendance, shareholders must state their name, personal or corporate identity number, postal address, daytime telephone number and shareholding, as well as details of any advisors and proxies. Shareholders may bring a maximum of two assistants. Proxies must submit the relevant authorisation documents before the General Meeting. Proxy forms are available on the Company's website, www.ladyluckgames.io, and will be sent by post to shareholders who contact the Company and provide their address.

Proxies

If participation is by proxy, a power of attorney should be sent well in advance of the General Meeting to "Embark Group AB (publ) Extraordinary General Meeting", Advokatfirman Delphi, Box 1432, Stockholm or by e-mail to info@ladyluckgames.io. Proxy forms for shareholders wishing to participate in the General Meeting by proxy are available on the Company's website (www.ladyluckgames.io) and will be provided to shareholders upon request.

Proposal for the agenda

1. Election of the chairperson;

2. Preparation and approval of the voting list;

3. Election of one or two persons to approve the minutes;

4. Examination of whether the General Meeting has been duly convened;

5. Approval of the agenda;

6. Resolution to change the company name and articles of association;

7. Resolution on authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertible bonds;

8. Closure of the General Meeting.

Proposals for resolution

Item 1 - Proposal for the election of the chairman

The board of directors has proposed that Emil Apelman be elected as chairman of the General Meeting, or in his absence, the person designated by the board of directors.

Item 6 - Proposal for resolution to change the company name and articles of association

The board of directors has proposed that the General Meeting resolves to change the company name to EMB Mission Bound AB (publ). The board of directors proposes to amend the articles of association in accordance with the below. This resolution shall be conditional upon the name change being approved by the Swedish Companies Registration Office, otherwise the current company name shall remain. The board of directors, or the person appointed by the board of directors, shall be authorised to take the necessary measures to implement the resolution.

Current wording

"§ 1 The name of the company is Embark Group AB (publ)."

Proposed wording

"§ 1 The name of the company is EMB Mission Bound AB (publ)."

Item 7 - Resolution on authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertibles

The board of directors has proposed that the General Meeting resolves to authorise the board of directors, within the limits of the articles of association applicable at any given time for shares and share capital, on one or more occasions, during the period until the next annual general meeting, to resolve on new issues of shares, warrants and/or convertibles with or without preferential rights for the shareholders. Such issue decision may be made with provision for payment in kind, set-off or cash payment.

The purpose of the authorisation and the reason for any deviation from the shareholders' preferential rights is to enable issues to be made in a time-efficient manner in order to finance acquisitions or investments in new or existing businesses and to meet the company's capital requirements.

The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to this resolution as may be necessary for registration with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirement

Resolutions under items 6 and 7 of the agenda must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

Available documents

Required documents including, inter alia, proxy forms and the proposed new articles of association will be made available on the Company's website (www.ladyluckgames.io) and at the Company, Embark Group AB (publ), Östermalmstorg 1, SE-114 42 Stockholm, Sweden, no later than three weeks prior to the General Meeting. Copies of these documents will be sent free of charge to shareholders who so request and who provide their postal address. The required documents will also be presented at the General Meeting.

Information at the General Meeting

According to Chapter 7, Section 32 of the Swedish Companies Act (2005:551), shareholders have the right in certain cases to request information from the Company's board of directors and CEO at the General Meeting.

Number of shares and votes

At the time of issue of this notice, the total number of shares in the Company amounts to 286,647,906. The total number of votes amounts to 286,647,906.

Processing of personal data

For information on how personal data is processed in connection with the General Meeting, please refer to the privacy policy available on Euroclear Sweden AB's website (https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf).

______________________

Stockholm, November 2024

Embark Group AB (publ)

The board of directors

Accedi o crea un account gratuito per leggere queste notizie

Altre notizie da Reuters

Più notizie