NOTIFICATION AND REGISTRATION

In order to be entitled to participate in the extraordinary general meeting, a shareholder must

 

• be registered in the share register maintained by Euroclear Sweden AB on the record date the 27 December 2022; and

 

• no later than the 29 December 2022 notify its attendance on the extraordinary general meeting to the Company via email to ir@wicketgaming.com or by mail to Wicket Gaming AB, "EGM" Fyrislundsgatan 68, 754 50, Uppsala. In the notice to attend, the shareholder shall state its name, personal- or registration number, address, telephone number, and, if applicable, information on potential proxies (no more than 2).

 

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

1. Opening of the meeting
2. Election of chairman of the meeting
3. Election of one or two persons to approve the minutes
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Examination of wether the meeting has been properly convened
7. Resolution on amending the articles of association
8. Resolution on approving the Board of directors’ resolution on a rights issue of units
9. Resolution on approving the Board of directors’ resolution on a directed issue of warrants of series TO2
10. Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and convertible notes
11. Resolution to authorise the Board of Directors to make minor adjustments to the decisions resolved on the meeting
12. Closing of the meeting

 

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.

1. The new shares and warrants shall be issued in units. Each unit shall contain three (3) shares and two (2) warrants of series TO2.

 

2. The Company's share capital may be increased by a maximum of SEK 11,686,641 through the issue of a maximum of 11,686,641 shares. A maximum of 7,791,094 warrants of series TO2 shall be issued, increasing the share capital by SEK 7,791,094 upon exercise.

 

3. Shareholders registered in the share register maintained by Euroclear Sweden AB on the record date of 19 January 2023 will receive unit rights for participation in the issue.

 

4. The right to subscribe for units shall, with preferential rights for the Company’s shareholders, be granted to those who are registered as shareholders in the Company on the record date for the issue, whereby the holding of one (1) share entitles the holder to one (1) unit right. Two (2) unit rights shall entitle the holder to subscribe for one (1) unit.

 

5. If not all units are subscribed for through unit rights, the Board of Directors shall, within the maximum amount of the new issue, decide on allocation in accordance with the allocation principles below:

 

1. Firstly, allotment shall be made to those who subscribed for units with unit rights, whether or not the subscriber was a shareholder on the record date, and in the event of oversubscription, in proportion to the number of unit rights exercised by each person for the subscription of units and, to the extent that this cannot be done, by drawing lots.

 

2. Secondly, allocation shall be made to other persons who subscribed for units without unit rights and, in the event that they are unable to obtain full allocation, in proportion to the number of units that each person has notified for subscription and, to the extent that this cannot be done, by drawing lots.

 

3. Lastly, any remaining units shall be allocated to the underwriters in proportion to the size of their respective underwriting commitments and, to the extent that this cannot be done, by drawing lots.

 

6. Subscription for units shall take place during the period from 23 January 2023 to and including 6 February 2023. The Board of Directors shall be entitled to extend the subscription period.

 

7. The subscription price shall be SEK 12 per unit, corresponding to SEK 4 per share. The warrants shall be issued without consideration. The excess price shall be added to the free share premium fund.

 

8. Subscription may only be made in units and thus not of shares and warrants separately. Allotment may only be made in units. However, after completion of the issue, the shares and warrants will be separated.

 

9. Payment of units shall be made in cash. Payment of units subscribed for with preferential rights shall be made at the same time as subscription takes place during the period from 23 January 2023 up to and including 6 February 2023. Payment of units subscribed for without preferential rights shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The Board of Directors has the right to extend the payment period.

 

10. Each warrant of series TO2 entitles the holder to subscribe for one (1) share at a subscription price equal to 70 per cent of the volume weighted average price of the Company’s share on the Spotlight Stock Market during the period from 17 October 2023 up to and including 30 October 2023, but not less than SEK 3 and not more than SEK 6. Subscription of new shares through exercise of the warrants of series TO2 may take place during the period from 1 November 2023 to and including 14 November 2023. The excess price on new subscription of shares through exercise of the warrants shall be added to the free share premium fund. The warrants are subject to additional conditions including customary conversion conditions.

 

11. The new shares shall be entitled to dividends for the first time on the record date for dividends that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB. The new shares resulting from the exercise of the warrants shall be entitled to dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.

 

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.

1.  The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be vested to Formue Nord Fokus A/S (the "Lender"). The Lender has a right to full early repayment in the event of a rights issue with warrants under the terms of an existing loan agreement. In order not to have to repay the loan in full, in connection with the Company’s planned rights issue, in addition to raising a bridge financing from the Lender, an agreement has been reached with the Lender to carry out an issue of warrants of series TO2 to the Lender. The reason for the deviation from the shareholders’ pre-emptive rights is thus to fulfil the Company’s obligations under the agreement with the Lender and to release working capital in a timely and cost-effective manner. After careful consideration, the Company has determined that the arrangement and the issuance of the warrants are in the best interests of the Company and its shareholders.

 

2. The warrants will be issued without consideration. The subscription price for the warrants has been determined through arm’s length negotiations with the Lender and is considered to be fair market value in light of the agreement with the Lender.

 

3. Subscription for the warrants shall be made on a subscription list which is kept available to the Lender. Subscription shall take place no later than three business days after the Extraordinary General Meeting resolves to approve the Board of Directors’ decision on the directed issue of warrants of series TO2. The Board of Directors is entitled to extend the subscription period.

 

4. Each warrant of series TO2 entitles the holder to subscribe for one (1) share at a subscription price equal to 70 per cent of the volume weighted average price of the Company’s share on the Spotlight Stock Market during the period from 17 October 2023 up to and including 30 October 2023, but not less than SEK 3 and not more than SEK 6. Subscription of new shares through exercise of the warrants of series TO2 may take place during the period from 1 November 2023 to and including 14 November 2023. The excess price on new subscription of shares through exercise of the warrants shall be added to the free share premium fund.

 

5. The warrants are subject to additional conditions including customary conversion conditions.

 

6. The new shares from exercising the warrants shall be entitled to dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

 

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