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Shareholder meetings

Notice of AGM of GiG Software P.L.C on 21 May 2025

 

Notice is hereby given that the annual general meeting (“AGM”) of GiG Software P.L.C. (C 108629) (the “Company”) will be held on Wednesday 21 May 2025 at 09:00 CEST at KG10, Kungsgatan 8, 111 43 Stockholm, Sweden.

Holders of Shares, NDRs or SDRs (collectively referred to as “Members”) can exercise their voting rights by submitting their voting instructions prior to the AGM by completing the relevant Form of Proxy to the instrument held by the Member. Members may also participate and vote at the AGM by returning the Notice of Attendance.

 

Right to participate and notice of participation at the Meeting

 

Notice to holders of Swedish Depository Receipts (“SDRs”)

Holders of SDRs who wish to attend and vote at the AGM must: (i) be registered in the register kept by Euroclear Sweden AB by 09.00 CEST 9 May 2025 (To be entitled to attend or vote at the AGM, an SDR holder whose SDRs are held in the name of a nominee, bank or brokerage must contact their nominee, bank or brokerage to register its SDRs in its own name so that the SDR holder is recorded in the SDR register kept by Euroclear Sweden AB as at 9 May, 2025. Such registration may be temporary – so-called voting right registration – and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines.); (ii) notify Pareto Securities AB of their intention to attend the AGM no later than 09.00 CEST on 16 May 2025 by returning a signed Notice of Attendance form and all the required supporting documentation. A holder of SDRs is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.

Holders of SDRs who wish to vote without attending at the AGM must: (i) be registered in the register kept by Euroclear Sweden AB by 09.00 CEST 9 May 2025 (see note above regarding voting right registration) and (ii) submit to Pareto Securities AB the voting instructions by returning the SDR Form of Proxy by no later than 09.00 CEST on 16 May 2025.

 

Notice to holders of Norwegian Depository Receipts (“NDRs”)

Holders of NDRs who wish to attend at the AGM must: (i) be registered in the register kept by Euronext Securities Oslo by 17.00 CEST 16 April 2025; (ii) notify Equro Issuer Services AS of their intention to attend the AGM no later than 09.00 CEST on 19 May 2025 by returning a signed Notice of Attendance form and all the required supporting documentation. A holder of NDRs is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.

Holders of NDRs who wish to vote without attending at the AGM must: (i) be registered in the register kept by Euronext Securities Oslo by 17.00 CEST 16 April 2025 and (ii) submit to Equro Issuer Services AS the voting instructions by returning the NDR Form of Proxy no later than 09.00 CEST 19 May 2025.

 

Requirements applicable to Members or Proxies who are legal persons

If the Member is a legal person (such as a company), the form of proxy or the Notice of Attendance should be signed on its behalf by an authorised representative. When submitting the relevant form (in accordance with the instructions within the form), you must also send the instrument granting you rights of representation of the legal person, such as a power of attorney.

If a Member will be represented by a proxy at the AGM, the Member shall provide a power of attorney when submitting this Notice of Attendance. If the proxy is a natural person, a proof of identity document (such as a passport or a national identity card) shall be submitted. If the proxy is a legal person, you must also send the instrument granting you rights of representation of the legal person (such as a power of attorney.)

 

Agenda of AGM

The agenda for the AGM shall be as set out below. At the AGM, the Company’s board of directors (the “Board of Directors”) shall propose a number of resolutions to the shareholders for their consideration, and, if deemed fit, approval.

1. Opening of the meeting

 

                    2. Presentation and approval of the agenda

 

                    3. Election of the chairman of the meeting

 

Resolution (a)

 

                    4. Election of one person to certify and sign the minutes

 

Resolution (b)

 

                    5. Determination that the meeting has been duly convened

 

 

ORDINARY BUSINESS – ORDINARY RESOLUTIONS

6. To consider and approve the financial statements of the Company

 

Resolution (c)
7. To re-elect Hesam Yazdi as director of the Company Resolution (d)

 

8. To re-elect Johan Petter Erik Nylander as director of the Company

 

Resolution (e)
9. To re-elect Nicolas Holger Fredrik Adlercreutz as director of the Company

 

Resolution (f)
10. To re-elect Johan Andreas Soneby as director of the Company

 

Resolution (g)
11. To elect Wojciech Sznapka as director of the Company

 

Resolution (h)
12. To approve the aggregate emoluments of the Board of Directors

 

Resolution (i)
13. To appoint Forvis Mazars as auditors of the Company and to authorise and empower the Board of Directors to determine their remuneration Resolution (j)

 

SPECIAL BUSINESS – ORDINARY RESOLUTIONS

14. To re-confirm and ratify the terms of reference of the Nominations Committee.

 

 

Resolution (k)
15. To approve the deregistration from the NOTC-list of the Norwegian Depository Receipts having ticker code ‘GiGNO’ as issued by Equro Issuer Services AS for the Company pursuant to an SNDR Issuer and Account Operator Agreement Resolution (l)

 

SPECIAL BUSINESS – EXTRAORDINARY RESOLUTIONS

16. To approve that the Company’s current memorandum and articles of association are substituted in their entirety by the new memorandum and articles of association in the form, or in substantially the same form, as uploaded on the Company’s website on https://www.gig.com/corporate-governance/articles-of-association/ (“New M&A”) and to authorise the company secretary and/or any one director of the Company, acting singly, to (i) make any amendments to the New M&A as directed by the Malta Business Registry; (ii) execute the New M&A for and on behalf of the Company; (iii) to issue a certified extract of this resolution; and (iv) file the New M&A and the aforementioned extract with the Malta Business Registry, and/or any other competent authority, as may be required in terms of law.

 

Resolution (m)

 

GENERAL

17. Closing of the meeting

 

The convening notice in full and the forms to be returned can be found below.

 

– Notice of AGM

– Form of Proxy for Shareholders (Voting without attending)

– Form of Proxy applicable to SDR Holders (Voting without attending)

– Form of Proxy applicable to NDR Holders (Voting without attending)

– Notice of Attendance applicable to SDR Holders (To participate at the AGM in person or by proxy)

– Notice of Attendance applicable to NDR Holders (To participate at the AGM in person or by proxy)

 

Other documents available for inspection ahead of the AGM:

 

– Proposed Memorandum and Articles of Association

– Proposal of the Nomination Committee

– Instructions for the Nomination Committee

 

 


 

Archived Shareholder meetings as part of Gaming Innovation Group Inc.

2024
2023
2022
23 September 2024
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GiG Minutes - Special Meeting 2024
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GiG Notice - Special Meeting 2024
22 May 2024
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GiG Minutes - AGM 2024
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GiG Notice - AGM 2024
23 May 2023
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GiG Minutes - AGM 2023
file-icon
GiG Notice - AGM 2023
19 May 2022
file-icon
GiG Minutes - AGM 2022
file-icon
GiG Notice - AGM 2022
  • The Share
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