G5 Games - Corporate

G5 is required to comply with the mandatory corporate governance rules included in the Swedish Companies Act (2005:551) and Nasdaq Stockholm's Rule Book for Issuers. Moreover, G5 complies with the Swedish Code on Corporate Governance (the "Code", http://www.corporategovernanceboard.se/the-code) that is applicable to all Swedish companies whose shares are listed on regulated market such as Nasdaq Stockholm. The Code specifies norms for good corporate governance at a higher and more detailed level than the statutory regulation. The individual norms in the Code are not mandatory and companies may deviate from them. In case of a deviation, the Company must report such deviation in its corporate governance report, describe the Company's own solution and explain the reason for the deviation (the "comply or explain" principle).

The shareholders’ meeting is the body where the shareholders exercise their influence by casting votes on central issues, inter alia, adopting the profit and loss account and balance sheet, allocation of the Company's profit and loss, discharge the members of the board of directors and the managing director from liability, election of the board of directors and auditors and determining fees to be paid to the board of directors and auditors. Notice of the annual general meeting, or an extraordinary general meeting where alteration to the articles of association is to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to other extraordinary general meetings shall be issued not earlier than six weeks and not later than three weeks before the meeting. Public limited liability companies whose shares are traded on a regulated market must always notify shareholders of a general meeting through an announcement in Post- och Inrikes Tidningar (i.e. the Official Swedish Gazette) and by making the notice to attend available on the Company’s website. Concurrently with the issuance of a notice to attend, the Company shall announce, in at least one national daily newspaper identified in the Articles of Association that notice to attend has taken place. According to the Articles of Association of G5, such announcement is to be made in Svenska Dagbladet. Pursuant to the Code, a company shall also, as soon as the time and venue of a shareholders’ meeting have been decided, and as regards annual general meetings no later than in conjunction with the third quarter report, post such information on the Company’s website along with information regarding the closing date for issues to be submitted by shareholders for inclusion in the notice of the meeting.

Annual General Meeting 2019

Extraordinary General Meeting 2018

Annual General Meeting 2018

Annual General Meeting 2017

Extraordinary general meeting 2016

Annual General Meeting 2016

Annual General Meeting 2015

Extraordinary General Meeting 2014

Annual General Meeting 2014

Annual General Meeting 2013

Annual General Meeting 2012

Extraordinary General Meeting 2012

Annual General Meeting 2011

Extraordinary General Meeting 2011

Annual General Meeting 2010

The annual general meeting 2019 will be held on May 8, 2019 at 7a Konferenscenter, Strandvägen 7a, Stockholm at 08:00 CET.

At the annual general meeting held on May 12, 2017, it was resolved to adopt the current principles for the appointment of a nomination committee for the Company, as well as working instructions for the committee.

The nomination committee shall consist of representatives of the five (5) largest shareholders as of August 31, 2017. In the event that one of the five (5) largest shareholders waives their right to appoint a representative, the sixth largest shareholder shall be asked to appoint a representative etc.

The chairman of the board of the Company is responsible for contacting the largest shareholders and handle the formation of the nomination committee in accordance with the procedure described below. The chairman of the board of the Company is also responsible for convening the nomination committee, once all members are appointed, to their first meeting. The nomination committee shall appoint a chairman of the committee. The nomination committee shall be disclosed no later than six months before the annual general meeting.

The largest shareholders, who are entitled to appoint a representative in the Committee, shall receive a written request from the chairman of the board of the Company in which they are invited to appoint a representative in the Committee, and the largest shareholders shall provide their response, whether the shareholder wants to appoint a representative or not in the Committee, no later than seven days from the day on which the request was sent to the shareholder. The response from the major shareholders shall be: i) unconditional (i.e. the acceptance of the assignment may not be conditioned upon the fulfillment of certain conditions, events or similar), ii) final and binding, and iii) irrevocable (i.e. a shareholder who decides not to appoint a representative may not change such decision later on even though the change is made prior to the announcement to the market of the members of the Committee). In case the response is not provided within the time limit stated above, the shareholder shall be considered to have unconditionally and irrevocably decided not to appoint any representative in the Committee, and a response which contains a condition shall also be treated as a decision not to appoint any representative. In case a) a shareholder responds that it does not want to appoint any representative, b) provides a conditioned response; or c) following the expiry of the above time limit, such shareholder has unconditionally and irrevocably thereby waived its right to appoint a representative in the Committee, and the chairman of the board shall thereafter contact the sixth largest shareholder and so forth applying the same procedure to appoint a representative as set forth above. Requests and responses provided in accordance with the above shall be made in writing (an e-mail is to considered to be made in writing), and shall be duly kept, and the board of G5 shall through the chairman of the board receive a copy of the documents. In case a request is sent by regular mail, the registered address of the shareholder in Euroclear will be used.

The nomination committee’s term will run until a new committee is appointed. The Company is responsible for costs associated with the nomination committee’s work. Members of the nomination committee shall receive no compensation from the Company.

The nomination committee’s task shall include evaluating the composition and work of the board of directors and to the annual general meeting present a proposal for:

chairman of the annual general meeting
directors and chairman of the board of directors
fees for the directors not employed by the Company
when applicable appointment of register auditor firm and fee for the auditor, and
the principles for how members of the nomination committee shall be appointed

If a member of the nomination committee resigns before the nomination committee’s work is complete, the same shareholder who appointed the resigning member shall be entitled to appoint a substitute member consistent with the notice and response procedures and time limits provided above, including without limitation reasonable time limits, irrevocable and unconditional responses, and such other reasonable procedures as the chairman of the committee may decide. Notice shall be given and records shall be kept as provided above.

In addition to what is stated above the Swedish Corporate Governance Code, from time to time in force, shall be applicable to the nomination committee.

Nomination committee ahead of the 2019 AGM

Marianne Flink, Chairman (representing Swedbank Robur Fonder)
Jeffrey Rose (representing Wide Development Limited)
Sergey Shults (representing Proxima Limited)
Petter Nylander, Chairman of the Board of directors (representing Purple Wolf Limited)
Tommy Svensk (representing Tommy Svensk)

The board of G5 is responsible for the organization of the Company and for supervising the management of its business and affairs. In fulfilling its duties, the board oversees the Company’s strategic planning, its operations and the risks it is facing. The board is also responsible for implementing policies and systems aimed at increasing accountability, ensuring compliance with laws and with auditing and accounting principles and ensuring respect of the business conduct standards in all countries in which the Company operates as well as ensuring the integrity of the Company's internal controls, information and financial management systems. The board further oversees the Company's approach to corporate governance, environmental issues and sustainable development and material transactions outside the ordinary course of business. Members of the board are elected annually by the annual general meeting after nomination by the nomination committee. According to the Articles of Association of the Company, the board of directors shall consist of not less than three and not more than ten members with a maximum of five deputy board members. The Company’s board today consists of six members without deputy members. The board member Vladislav Suglobov is also the CEO of the Company and can therefore not be considered to be independent in relation to the Company and the management of the Company according to the Code. The board member Jeffery Rose is also legal advisor to the Company and receives compensation for the advice and services provided and can therefore not be considered as independent in relation to the Company. The remaining board members are independent in relation to the Company, the management of the Company and the major shareholders of the Company. The board of directors has adopted written rules of procedures governing its work and the rules are determined annually.

Meet the Board of Directors

Compensation Committee

The compensation committee’s main tasks are to prepare the board’s decisions on issues concerning principles for compensations and other terms of employment for G5's CEO and other executives, monitor and evaluate programs for variable compensation, both ongoing and those that have ended during the year, for the executive management, and monitor and evaluate the application of the guidelines for compensation that the annual general meeting is legally obliged to establish, as well as the current compensation structures and levels in the Company.

Chris Carvalho, Chairman
Stefan Lundborg
Petter Nylander

Audit Committee

The audit committee’s main tasks are to monitor the Company’s financial reporting, and in respect of the financial reporting, monitor the efficiency of the Company’s internal controls, internal audits and risk management, keep itself informed regarding audit of the annual report and group accounts, review and monitor the impartiality and independence of the auditor, and assists in conjunction with preparation of proposals to the general meeting’s resolution regarding election of auditors and compensation to the auditors.

The audit committee and the board regularly receive presentations from the Company’s auditor, which ensures that the Company's internal and external reports fulfill the requirements of a company whose shares are listed on a regulated market.

Petter Nylander, Chairman
Chris Carvalho
Johanna Fagrell Köhler

The Chief Executive Officer of the Company is Vladislav Suglobov. The Chief Executive Officer is accountable to the board and shall lead and develop the Company. The Chief Executive Officer is in charge of the daily management of the Company's affairs and shall take the decisions necessary for the development of the Company while operating under the Swedish Companies Act as well as under guidelines and instructions communicated by the board of directors. The Chief Executive Officer shall make sure that the Company's accounting is completed in accordance with law and that the management of funds is managed in a satisfactory manner. G5’s board of directors has adopted an Instruction to the Chief Executive Officer relating to the Chief Executive Officer’s duties and reporting. The instruction to the Chief Executive Officer is determined annually at the board meeting immediately following each annual general meeting.

PWC, with Aleksander Lyckow as auditor in charge, is appointed auditor for G5 Entertainment AB (publ).

The board is to ensure that the Company has adequate internal controls and formalized routines to make sure that approved principles for financial reporting and internal controls are applied, and that the Company’s financial reports are produced in accordance with legislation, applicable accounting standards and other requirements for listed companies.

G5 Entertainment defines internal control as a process that is governed by the board, the executive management, and other employees. G5’s internal control is designed to provide reasonable assurance that G5 achieves its objectives of purposeful, effective operation, reliable financial reporting, and compliance with legislation, applicable accounting standards and other requirements for listed companies.

Bolagsordning (Sv)

The Board of Directors, with the exception of the CEO, does not participate in the Company's variable compensation schemes. The Company’s system of variable compensation and outstanding incentive schemes are described below.

System of variable compensation

CEO and top management are compensated by a fixed monthly salary and a variable compensation based on the groups profitability. The CEO’s variable compensation during the year may not exceed 80 per cent of the fixed salary, divided so that 60 per cent shall be based on the Company’s financial development and 20 per cent shall be based on targets determined by the board of directors. The variable compensation to the executive management may not exceed 60 per cent of the fixed salary and shall be based on the Company’s financial development. Variable compensation based on the Company’s financial development shall be calculated quarterly on the basis of the Company’s revenue growth and operating margin.The variable compensation is not included in the base for pension benefits.

Outstanding incentive schemes

At the annual general meeting held on May 19, 2016, it was resolved to issue not more than 176,000 warrants. The board of directors decided to allocate 150,000 warrants. The program was, with the exception of two individuals, fully subscribed for by managers and senior executives of G5. Members of the board of directors, with exception for the CEO, were not allowed to participate in the program. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 100.61. The warrants were acquired by the participants at market price, SEK 1.05 per warrant, calculated by use of the Black-Scholes model. The period for the warrants is 3 years and 3 months and it is possible to exercise the warrants for subscription of new shares in the Company after 3 years. Upon full exercise of the warrants, 130,000 new shares, representing approximately one percent of the total number of outstanding shares at the time of issuance of the warrants, will be issued. The warrants are subject to standard terms and conditions including recalculation of the exercise price and the number of shares that each warrant entitles the holder to subscribe for in different situations.

At the annual general meeting held on May 12, 2017, it was resolved to issue not more than 300,000 warrants. Members of the board of directors, with exception for the CEO, were not allowed to participate in the program. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of 300% of the average price over the measurement period. The period for the warrants is 3 years and 3 months and it is possible to exercise the warrants for subscription of new shares in the Company after 3 years. Upon full exercise of the warrants, 300,000 new shares, representing approximately 3.4 percent of the total number of outstanding shares at the time of issuance of the warrants, will be issued. The warrants are subject to standard terms and conditions including recalculation of the exercise price and the number of shares that each warrant entitles the holder to subscribe for in different situations.

At an extraordinary general meeting held on November 7, 2018, it was resolved to issue a performance share program. The performance share program shall at most comprise of 120,000 performance shares. Members of the board of directors, with exception for the CEO, were not allowed to participate in the program. Each performance share entitles the holder to receive ordinary shares in the company if the performance criteria is met. The performance criteria is based on total shareholder return “TSR”. The TSR shall be at least 95% and gives the full ordinary share per performance share at 205% growth. Between 95% and 205% there is a linear scale.

The board of directors of a company whose shares are listed on a regulated market is to prepare a report on variable compensations pursuant to the Swedish Companies Act (2005:551).

Utvärdering ersättning till ledningen

Evaluation of management compensation

The board of directors of a company whose shares are listed on a regulated market is to prepare a corporate governance report pursuant to the Annual Accounts Act (1995:1554). The corporate governance report can be found in the annual report for the company.

Annual report 2018

Årsredovisning 2018

A statement with respect to the nomination committee’s proposals regarding the board of directors will be provided under this section in connection with the issuance of the notice to attend the annual general meeting.

Nomination Committee: Reasoned opinion 2019

Valberedningen: Motiverat yttrande 2019

Corporate Governance

General Meetings

Upcoming General Meetings

Nomination Committee

Board of Directors

Chief Executive Officer

Audit

Internal Control

Articles of Association

Compensation

Report on Variable Compensations

Corporate Governance Reports

Statement by the Nomination Committee