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G5 Games - Corporate

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This memorandum has been prepared by the board of directors of... On most national markets gambling is rigorously... post or dropped off at the address provided below, reaching Mangold not later than by 15:00 CET on.
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G5 Games - Corporate

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National gambling board contact detailscasinobonus

Sorry for interrupting, but there is something we need to tell you.
We have updated our to reflect changes in the law on cookies.
This website uses cookies to maximize your experience and help us to understand how we can improve it.
To find out more.
Cookies are text files containing small amounts of data which are downloaded to your computer, or other device, when you visit a website.
Cookies allow us to recognize your computer and improve your experience on our website.
Some cookies are also necessary for the technical operation of our website.
Please read our which provides important information about the cookies we use, how we use them and how they can be deleted.
Please remember that deleting cookies may affect your experience of our website.
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", 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.
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.
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.
Date and time for the annual general meeting 2018 will be communicated during the 4th quarter 2018.
Nomination Committee At the annual general meeting held on May 12, 2018, 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 national gambling board contact details five 5 largest shareholders as of August 31, 2018.
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 Not national gambling board contact details 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 national gambling board contact details 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.
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 writingand 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.
Members of the nomination committee shall receive no compensation from the Company.
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.
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 national gambling board contact details less than three and not more than ten members with a maximum of five deputy board 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.
Chief Executive Officer 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.
The instruction to the Chief Executive Officer is determined annually at the board meeting immediately following each annual general meeting.
Audit PWC, with Aleksander Lyckow as auditor in charge, is appointed auditor for G5 Entertainment AB publ.
G5 Entertainment defines internal control as a process that is governed by the board, the executive management, and other employees.
Members of the Board of Directors Vlad Suglobov, CEO, Member of the Board, Co-Founder Born 1977, elected 2001.
Vlad Suglobov started in the games industry as a programmer in 1995 and possesses over 20 years of industry experience.
Before co-founding G5 in 2001 and since then serving as CEO of the group for more than 14 years, Vlad graduated from Lomonosov Moscow State University with M.
Vlad Suglobov is a deputy director of the Board in Wide Development Limited, which owns 624,800 shares in the company.
Petter Nylander, Chairman Born 1964, elected 2018.
During 2003-2005 he was CEO of OMD Sweden AB Omnicom Media Groupa global communications services company.
Other experience includes: 2000-2003 director of the Board, Cherry Företagen AB Later split into Betsson, Net Entertainment and Cherry2004-2005 director of the Board, Ongame e-Solutions AB Acquired by Bwin2006-2011 director of the Board, European Betting and Gaming Association EGBA2010-2011 director of the Board, Bingo.
Currently, Petter is Chairman of the Board, Besedo Services AB, and CEO of Universum Group AB.
Chris Carvalho, Member of the Board Born 1965.
Chris graduated from the University of California, Berkeley, Haas School of Business with a degree in business administration.
Most recently, Chris spent four years at San Francisco-based free-to-play mobile game company Kabam as Chief Operating Officer.
Before Kabam, Chris spent almost ten years at Lucasfilm where he headed up Business Development for all of the Lucas companies and ran the company's Internet division.
Chris is currently acting as an advisor to a number of companies and is a board member at Performance Lab, a B2B wearables technology startup, MaxPlay, a gaming, VR tools and tech company, and ROBLOX, one of the largest kids and teens gaming destinations.
Johanna Fagrell Köhler, Member of the Board Born 1966, elected 2018.
Johanna has a Master's Degree in Business Administation from the University of Lund.
She started out as Business Unit Director at Icon Medialab, one of the leading digital agencies in Scandinavia around the millennial.
In 2002 she founded and became CEO over her own design agency, Summer and further the CEO of the marketing group ONE Media, listed at the Swedish equities market place Aktietorget.
Stefan Lundborg, Member of the Board Born 1965, elected 2018.
Stefan started as an entrepreneur and built an in-depth knowledge in running and managing companies which continued into his advisory roles.
Stefan is currently Director of the Board of Kindred Group plc and LOX Container Technology AB.
Stefan is also Chairman of the Board of HELSA vårdutveckling Sverige AB, Note Design Studio AB and Monomak AB.
Rose, Member of the Board Born 1962, elected 2011.
Jeffrey is an attorney specializing in intellectual property licensing, development, publishing, and strategy.
For the past twenty years, Jeffrey has served clients in the interactive entertainment, film, television, new media, and technology industries, providing counsel on a wide spectrum of successful projects.
His practice is based in southern California and serves clients worldwide.
Jeffrey served from 2011 to 2018 on the national gambling board contact details of Web Wise Kids, a non-profit organization that seeks to educate kids, parents and the community on how to make safe and wise choices in a technologically evolving world.
He received an A.
Articles of Association The Board of Directors, with the exception of the CEO, does not participate in the Company's variable compensation schemes.
System of variable compensation CEO and top management are compensated by a fixed monthly salary and an earnings-related bonus.
Bonus is calculated quarterly as 10 percent of the operating profit above 5 percent operating margin.
The CEO is entitled to 40 percent of the bonus and the remaining 60 percent can be divided between top management.
An operating loss before financial items in a quarter reduces the potential bonus during the next quarter.
Outstanding incentive schemes At the extraordinary general meeting held on December 19, 2018, it was resolved to issue 176,000 warrants.
The board of directors decided to allocate 157,500 warrants.
The program was, with the exception of one individual, 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 83.
The warrants were acquired by the participants at market price, SEK 0.
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, 157,500 new shares, representing two per cent 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 20, 2018, it was resolved to issue not more than 176,000 warrants.
The board of directors decided to allocate 145,000 warrants.
The program was, with national gambling board contact details exception of one individual, 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 97,53.
The warrants were acquired by the participants at market price, SEK 1 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, 145,000 new shares, representing approximately two 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 19, 2018, 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.
The warrants were acquired by the participants at market price, SEK 1.
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, 2018, 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.
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.
Report on Variable Compensations 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.
Corporate Governance Reports 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.

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