The Annual General Meeting of Zordix AB (publ), reg.no 556778-7691, ("the Company") took place today on June 8, 2023, at 15:00 at the premises of Convendum in Stockholm. The meeting decided, with the required majority, on all proposed matters in accordance with previously disclosed proposals. Below is a summary of the main decisions made.
Adoption of the Income Statement and Balance Sheet
It was decided to adopt the income statement and balance sheet as presented in the annual financial statements for 2022.
It was decided that the Company's profit, according to the approved balance sheet, will be carried forward to a new account, and therefore, no dividend will be distributed.
Discharge from Liability
It was decided to grant each board member and the CEO a discharge from liability.
Remuneration to the Board of Directors and Auditor
It was decided that remuneration in the amount of 234,000 SEK shall be paid to each board member, and remuneration in the amount of 468,000 SEK shall be paid to the Chairman of the Board.
Furthermore, it was decided that remuneration to the auditor shall be paid according to approved invoice.
Election of Board of Directors and Auditor
It was decided that the Board of Directors, until the end of the next Annual General Meeting, shall consist of six regular members without deputies.
The current board members Stefan Lindeberg, Stefan Lampinen, and David Eriksson were re-elected. It was further decided to elect Christina Seelye, Karla Martin and Petter Hjertstedt as new board members. Stefan Lindeberg was re-elected as the Chairman of the Board.
It was decided to re-elect the auditing firm Öhrlings PricewaterhouseCoopers AB with the authorized auditor Nicklas Renström as the main responsible auditor.
Change of the Company Name
It was decided to change the Company's name and adopt the following proposed names:
1. Maximum Entertainment AB
2. MaxEnt AB
3. Maximum Ent. AB
4. MaximumEnt AB
In case the first proposal is not possible to register with the Swedish Companies Registration Office (Bolagsverket), the next proposal in order shall be submitted for registration, and so forth.
Amendment of the Articles of Association
It was decided to amend the Company's Articles of Association to change the Company's registered office from Västerbottens län, Umeå kommun, to Stockholm kommun, Stockholms län, include the possibility to re-classify Class A shares into Class B shares, and implement the change of the company name as decided by the general meeting.
Approval of the Board's Decision on New Share Issuance to the sellers (I) Merge Games, (II) Maximum Games and MG Team Inc, and (III) Just For Games
The meeting decided to approve the board's decision from January 12, 2023, on new share issue to the sellers of Merge Games Ltd, and to approve the board's decision from May 2, 2023 to issue new shares the sellers of Maximum Games, MG Team Inc and Just For Games. Subscription, allocation and payment by set-off have taken place. After the issues have been registered, the number of shares in the Company will amount to a total of 51,110,152 shares, divided into 2,000,000 series A shares and 49,110,152 series B shares.
Guidelines for the composition of the nomination committee and instructions to the nomination committee
The meeting decided to adopt the proposed principles for the composition of the nominating committee and the instructions to the nominating committee.
Authorization for the board to issue shares
The Board of Directors decided to authorize the Board, on one or more occasions until the next Annual General Meeting, to resolve on the issuance of new shares, convertibles, and/or warrants, with or without deviation from the shareholders' preferential rights. The increase in share capital, including the issuance of, conversion to, or subscription of shares, may result in a dilution of up to a maximum of 20 percent of the share capital at the time the authorization is first exercised.
For more detailed information on the content of the resolutions, please refer to the notice of the annual general meeting, which includes the complete resolution proposals adopted by the meeting. The AGM notice is available on the Company's website, www.zordix.com.