Press release from Companies
Published: 2022-12-02 13:30:00
Shareholders in Wicket Gaming AB (publ), reg. no. 559015-1360 (the "Company"), is hereby notified to attend the extraordinary general meeting on 4 January 2023, 10.00 am at Blasieholmen Investment Group, Birger Jarlsgatan 2, Stockholm. Registration commences at 09.45 am.
NOTIFICATION AND REGISTRATION In order to be entitled to participate in the extraordinary general meeting, a shareholder must NOMINEE REGISTERED SHARES In order to be entitled to participate in the general meeting, shareholders who have had their shares registered by a nominee must, in addition to notifying their attendance for the general meeting, have their shares registered in their own name so that the shareholders are entered in the share register as of 27 December 2022. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee may determine. Registrations made on or before 29 December 2022 will be taken into account in the preparation of the share register. PROXY ETC. Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is indicated, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The power of attorney, in original, and any certificate of registration should be sent by post to the Company at the above address in good time before the meeting. The form of power of attorney will be available on the Company's website (wicketgaming.com) at least three weeks before the general meeting. Proposed agenda proposal for resolutions Item 7– Resolution on amending the articles of association The Board of Directors suggests that the limits in the articles of association for the share capital and number of shares is amended in accordance with the following: § 4 Share capital Current wording Proposed wording The share capital shall be no lower than 6,000,000 SEK and no higher than 24,000,000 SEK. The share capital shall be no lower than 19,477,735 SEK and no higher than 77,910,940 SEK. § 5 Number of shares Current wording Proposed wording The number of shares shall be no lower than 6,000,000 and no higher than 24,000,000. The number of shares shall be no lower than 19,477,735 and no higher than 77,910,940. The resolution to amend the Articles of Association under this item is conditional upon the general meeting also resolving to approve the Board of Directors’ resolution on the rights issue of units under item 8 below. In the event that the share capital and the number of shares in the Company after the registration of the rights issue pursuant to item 8 below are under the proposed limits in the articles of association, the limits shall be reduced to the extent necessary to enable registration. A resolution under this paragraph 7 shall be valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting. Item 8 – Resolution on approving the Board of Directors' resolution on a rights issue of units The Board of Directors proposes that the general meeting approves the Board of Directors decision from 2 December 2022 to issue a maximum of 3,895,547 units, comprising of shares and warrants of series TO2, with preferential rights for existing shareholders. The rights issue is further subject to the following conditions. The Board of Directors, or a person appointed by the Board of Directors, is entitled to make minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office or in relation to Euroclear Sweden AB. The resolution under this item 8 is conditional upon the general meeting also voting to approve the Board of Directors’ proposal for a resolution to amend the articles of association under item 7. Item 9 – Resolution on approving the Board of Directors' resolution on a directed issue of warrants of series TO2 The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ decision from 2 December 2022 on a directed issue of a maximum of 1,333,333 warrants without consideration of series TO2, entailing an increase in the share capital upon full exercise of a maximum of SEK 1,333,333. The issue shall otherwise be subject to the following conditions. The Board of Directors, or the person appointed by the Board of Directors, has the right to make minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office or in relation to Euroclear Sweden AB. The resolution under this item 9 is conditional upon the general meeting also voting to approve the Board of Directors’ proposal to amend the articles of association under item 7 and to approve the Board of Directors’ decision on the rights issue of units under item 8 above. The resolution under this item 9 requires, for its validity, the support of shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting. Item 10 – Resolution to authorise the Board of Directors to resolve on issues of shares, warrants and convertible notes The Board of Directors proposes that the general meeting authorises the Board of Directors to resolve on one or more occasions during the period until the next annual general meeting, on new issues of shares, warrants and/or convertibles against payment in cash and/or with provision for contribution in kind or set-off, and to be able to deviate from the shareholders’ preferential rights in this respect. If the authorisation is exercised for an issue without preferential rights for the shareholders, the number of shares issued shall not exceed a total of 20 per cent of the number of shares in the Company at the time of the first exercise of the authorisation. A resolution under this paragraph 10 requires for its validity the support of shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting. Item 11 – Resolution to authorise the Board of Directors to make minor adjustments of the decisions resolved at the meeting The Board of Directors proposes that the general meeting authorises the Board of Directors, the CEO, or the person otherwise appointed by the Board of Directors to make such minor adjustments and clarifications to the resolutions adopted by the general meeting as are necessary for the registration of the resolutions. OTHER Shareholders, number of shares and votes The total number of shares in Wicket Gaming amounts to 7,791,094 per the day of this notice. Each share entitles the holder to one vote. The Company does not own any shares in the Company. Shareholders’ right to receive information Shareholders of the Company have the right, at the general meeting, if the Board of Directors considers that this can be done without significant damage to the Company, to information about circumstances that may affect the assessment of an item on the agenda (i.e. the right to ask questions under Chapter 7, Sections 32 and 57 of the Swedish Companies Act). Requests for such information shall be submitted in writing to the Company at the address Wicket Gaming AB, Fyrislundsgatan 68, 754 50 Uppsala, Sweden or via e-mail ir@wicketgaming.com and shall be received by the Company no later than ten days prior to the general meeting. The information will be available on the Company's website www.wicketgaming.com no later than five days prior to the general meeting and will also be available at the Company's offices at the above address from the same date. The information will also be sent to the shareholder who has requested it and provided his/her address. Documents for the extraordinary general meeting The form of power of attorney and other documents required by the Swedish Companies Act will be available on the Company’s website no later than three weeks prior to the general meeting and will be sent to the shareholders who has requested it and provides their email or postal address. The notice and the documents will also be published on the Company’s website and be presented at the general meeting. _____________________________ Uppsala in December 2022 Wicket Gaming AB The Board of Directors