Notice of Annual General Meeting of Jumpgate AB

 

The shareholders of Jumpgate AB are hereby given notice to attend the Annual General Meeting on Tuesday 18 June 2024 at 1.00 pm at the office of the company on S:t Hansgatan 35, 621 56 Visby. Entry and registration for the general meeting starts at 12.30.

 

Right to participate and notice of participation

Shareholders who wish to attend the meeting shall be entered in the share register kept by Euroclear Sweden AB no later than 10 June 2024, and no later than 12 June 2024 give notice of participation submitted by e-mail to info@jumpgategames.se. When giving notice of participation, please state name, personal identification number or corporate registration number, address, telephone number, e-mail address and assistants.

 

Proxy

Shareholders who are represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. A power of attorney is valid for one year from issuance or the longer validity period stated in the power of attorney, but no more than five years. In order to facilitate registration at the meeting, power of attorney as well as registration certificate and other authorization documents should be available to the company at the above address no later than 12 June 2024. Proxy forms for shareholders who wish to participate in the meeting by proxy will be kept available on the company’s website www.jumpgategames.se.

 

Nominee-registered shares

To be entitled to attend the Annual General Meeting, a shareholder who has allowed nominee registration of their shares must, in addition to registering participation at the Annual General Meeting temporarily register the shares in their own name with Euroclear Sweden AB so that the shareholder is included in the production of the share register as of 10 June 2024. Such registration can be temporary (so-called voting rights registration) and is requested from the trustee according to the trustee’s routines at such a time in advance as the trustee determines. Voting rights registrations made by the administrator no later than 12 June 2024 will be taken into account when preparing the share register.

 

Proposed agenda

  1. Opening of the meeting and election of the Chair of the general meeting
  2. Establishment and approval of the voting list
  3. Election of one or two adjusters
  4. Determination of whether the general meeting has been duly convened
  5. Approval of the agenda
  6. Resolution on
    1. the adoption of the income statement and balance sheet
    2. appropriations with regard the Company’ profit or loss according to the approved balance sheet
    3. the discharge from liability for the board members and the CEO.
  7. Resolution on the number of board members and auditors
  8. Resolution on the fees to the Board of Directors and the auditor
  9. Election to the Board of Directors and of auditor
  10. Resolution on principles for the appointment of the Nomination Committee prior to the 2025 Annual General Meeting
  11. Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles
  12. Approval of Related Party Transaction
  13. Decision on
    1. Amendment of articles of association and
    2. Consolidation of shares.
  14. Closing of the meeting

 

 

Proposed resolutions

 

Election of the Chair of the general meeting, resolution on the number of board members and auditors, resolution on the fees to the Board of Directors and the auditor and election to the Board of Directors and of auditor (Item 1, 7 – 10)

Jumpgate AB:s Nomination Committee ahead of the 2024 Annual General Meeting, consisting of Daniel Svärd (chairman), Viktor Modigh and Florian Staudlbauer (as representative of Kirk Lenke), propose following:

 

  • to elect Viktor Modigh be appointed Chair of the meeting
  • to elect five ordinary members without a deputy
  • to re-elect Martin Ekdal, Marcus Jacobs, Viktor Modigh, Andras Vajlok and Markus Windelen as ordinary board members, for the time until the end of the next annual general meeting
  • to re-elect Viktor Modigh as chairman
  • that annual board fees shall be paid with SEK 100,000 for members (except the CEO) and with SEK 200,000 for the chairman. No fee is paid for possible Nomination Committee work. Board members must also have the right to invoice the company to the extent that they perform services outside of the board assignment. It should be noted that Viktor Modigh did not participate in the decision on proposals for fees for the chairman of the board and other board members. The proposed fee is unchanged in relation to the previous year.
  • to re-elect Göteborgs Revision Kommanditbolag as auditor with Stefan Kylebäck as chief accountant.
  • that the fee to the auditor shall be paid according to an approved invoice

 

Appropriation with regard the Company’s profit or loss according to the approved balance sheet (Item 6b)

The Board of Directors proposes no dividend payment for the fiscal year 2023.

 

Resolution on principles for the appointment of the Nomination Committee prior to the 2025 Annual General Meeting (Item 10)

Prior to the 2025 Annual General Meeting, the Nomination Committee shall consist of members appointed by the f three our largest shareholders as of 30 September 2024, in accordance with the share register kept by Euroclear Sweden, as well as the Chair of the Board, constitute the nomination committee for the time until the next annual general meeting has been held or, where applicable, until a new the Nomination Committee is appointed. If the chairman of the board, directly or through the company, would be one of the just-mentioned largest shareholders, the Nomination Committee shall only consist of three members (the chairman of the board and the two representatives appointed by the other two largest shareholders).

If a member of the Nomination Committee resigns their charge before the Nomination Committee’s work is completed, if the Nomination Committee deems this necessary, a replacement is appointed by the same shareholder who appointed the outgoing member or, if this shareholder no longer belongs to the largest shareholders in terms of votes, a replacement must be sought from among the larger shareholders.

The Nomination Committee appoints a chairman from within. The composition of the Nomination Committee must be published on the company’s website as soon as it is appointed and no later than six months before the annual general meeting. In the event that a change in the ownership structure occurs after the Nomination Committee has been assembled in such a way that one or more of the shareholders who have appointed members of the Nomination Committee no longer belong to the largest shareholders in terms of the number of votes, the composition of the Nomination Committee can also be changed accordingly if the Nomination Committee deems this to be the case required.

The Nomination Committee mission shall be to present proposals before the general meeting regarding the number of board members to be elected by the general meeting, remuneration for the chairman of the board and other members and for the auditor, possible remuneration for committee work, composition of the board, chairman of the board, decision on the process for the selection committee 2025 chairman at the general meeting, as well as the election of accountants. The company must be responsible for reasonable costs that the nomination committee deems necessary for the nomination committee to be able to fulfill its mission.

 

Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles (Item 11)

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, decide on the new issue of shares and/or issue of subscription warrants and/or convertibles. The authorization includes the right to decide on an issue with the condition that payment can be made in cash, in issue in kind or by set-off or otherwise be accompanied by conditions. The company’s share capital and number of shares may, with the support of the authorization, be increased in total by an amount or number that fits within the limits of the articles of association. Deviation from the shareholders’ preferential right must be possible in order to strengthen the company’s financial position if necessary, or to enable acquisitions or investments. In case of deviation from the shareholders’ pre-emptive right and in case of payment in kind, the issue price shall correspond to the share’s market value with – where applicable – a market issue discount. The board, the executive director, or whoever the board appoints, shall have the right to make the minor adjustments in the decision that may prove necessary in connection with registration.

 

 

Approval of Related Party Transaction (Item 12)

Jumpgate has entered into a project financing agreement with Susana Meza Graham and Andras Vajlok (board member of Jumpgate) (“MGV”) for a total of approximately SEK 14 million (EUR 1.2 million) for an as yet unannounced game project, which will be published by THQ Nordic . According to the agreement, MGV funds the development budget for the game and the net proceeds from sales are then distributed between MGV and the publisher until MGV has reached an agreed level of return on investment. After that, Jumpgate also takes part in the upside of the sale. The funding will be paid continuously during the project period starting at the end of April 2024.

The game project is a remaster of a very successful classic game with an established brand in a popular genre and is planned for launch in 2025. The project will be made public later in consultation with the publisher.

It is now the board’s assessment that the financing agreement is beneficial for Jumpgate.

Suggestions

The board proposes that the AGM approves the financing agreement.

 

Decision on amendment of articles of association and consolidation of shares (Item 13 a and b)

The decisions of the general meeting in accordance with points a) – b) below are conditional on each other and the decision of the general meeting must therefore be adopted as a decision.

  1. amendment of articles of association

In order to enable the pooling of shares proposed in accordance with point b) below, the board proposes that the general meeting decide to change the provision of the articles of association regarding the number of shares as follows.

Current wording:

5. Number of shares

The number of shares must be a minimum of 358,177,430 shares and a maximum of 1,432,709,720 shares.”

Suggested wording:

5. Number of shares

The number of shares must be a minimum of 3,581,774 shares and a maximum of 14,327,097 shares.”

  1. consolidation of shares

The board proposes that the general meeting decides to carry out a 100:1 merger of shares by combining 100 shares into 1 share. If a shareholder’s current holding of shares does not correspond to a full number of new shares, this shareholder will receive from one of the Company’s major shareholders free of charge as many shares (1-99) that his holding becomes evenly divisible by 100, so-called rounding up. The reason for the merger is that the board wants to achieve an appropriate number of shares for the Company.

 

Other information

For a valid resolution, according to the present proposals for items 11 and 13, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.

 

Shareholders’ right to receive information

The shareholders are reminded of their right to receive information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

 

Documentation

The reporting documentation, auditor’s report and complete proposals will be kept available at the company’s office, no later than May 28, 2024, and will be sent free of charge to the shareholder who requests it and states his postal address. The documentations are available on the company’s website, www.jumpgategames.se and presented at the meeting.

 

Shares and votes

On the day of this notice, Jumpgate AB has a total of 481,277,445 shares and votes.

 

Processing of personal information

For information on how the company processes your personal information, please refer to the privacy policy which is available on Euroclear’s website (in Swedish) www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

 

For additional information

Harald Riegler CEO, Jumpgate AB Phone: +46 (0)705 – 54 73 33 E-mail: harald@jumpgategames.se.

 

About the Company

Jumpgate AB is an independent group of game development companies founded in 2011, comprising five game studios: Nukklear (Hannover), Tivola Games (Hamburg), gameXcite (Hamburg), Funatics (Düsseldorf) and Tableflip Entertainment (Visby). The group develops and publishes its own games as well as developing games and other digital products for external companies. The companies in the group have established collaborations with strong industry partners and exciting product portfolios with large potential. The group is engaged in the global market, distributing games on a worldwide basis and has a large international network. For more information: www.jumpgategames.se.

Notice of Annual General Meeting of Jumpgate AB

INVESTOR RELATIONS

Welcome to Jumpgate AB’s investor pages. 

Please contact  ir@jumpgategames.se  with questions and inquiries.

Contact persons for IR-related questions:

Don Geyer and Håkan Mattsson

ir@jumpgategames.se

tel: +46705547333

For other questions, please send an email to  info@jumpgategames.se

The Board

Viktor Modigh

Viktor Modigh

Chairman of the Board
Number of shares: 4 268 181

Viktor is an Entrepreneur, Investor and Advisor with a broad set of skills including finance, mergers and acquisitions, business development and experience from the commercial and legal sides of a number of industries.

He’s also an experienced negotiator and has a strong international financial network.

He holds a Master of Law from the University of Gothenburg.

 Other board assignments include the cloud-based film collaboration platform Klash, and the Norwegian private investment companies Minotaurus Energi AS and Urtiven AS. 

 

Martin Ekdal

Martin Ekdal

Board member
Number of shares: 2 059 158

Martin is an entrepreneur with a large network of contacts in the gaming industry and has solid expertise in business development, marketing, and sales.

Founder of the software company Donya Labs AB in 2006 and held various positions there as CEO and sales manager until the company was bought by Microsoft (MSFT) in 2017.

Master of Philosophy from Linköping University with a focus on Business Administration and Business Law.

Owner of Martin Ekdal Invest.

 

Andras Vajlok

Andras Vajlok

Board member
Number of shares: 20 295 862

Born in 1971, Andras holds a bachelor’s degree from the School of Economics at the University of Gothenburg. He serves as an independent investor and advisor to Nordic companies in the fields of gaming and other digital activities. Previously, he held the position of CFO at Paradox Interactive, where he was responsible for Finance, Legal, Investor Relations, and successfully oversaw Paradox Interactive’s IPO in 2016.

Andras boasts international experience as a project manager in the IT sector and as a business developer, in addition to his tenure at NASDAQ OMX Nordic. He currently serves as a board member for Paradox Interactive, Unibap, Aldeon, Gifted, and Besedo.

 

Markus Windelen

Markus Windelen

Board member

Born in 1961, Markus holds a master’s degree from the University of Bonn. He is an independent gaming industry expert and serves as a strategic advisor and investor in European gaming companies.

Markus previously held the position of partner at Nordisk Games (Egmont), where he played a pivotal role in identifying new investment opportunities, leading M&A processes, and structuring the work with new portfolio companies after investment. He also served as a board member in each company, providing invaluable guidance on strategy, structure, and work processes.

Before his tenure at Nordisk Games, Markus gained substantial experience in the gaming industry in Germany, France, and Australia, holding key positions in renowned companies such as Atari (Bandai Namco), Gameforge, and Six Foot. Currently, Markus serves as a board member of Multiscription.

 

 

Marcus Jacobs

Marcus Jacobs

Board Member
Number of shares: 9 880 572

Marcus is a Stockholm-based industry veteran and investor, serving as Chief Commercial Officer at Embark Studios.

He was a member of the executive management team at King Digital  2012-2019, where he was responsible for the Candy Crush studio, among other things.

Highlights from the period include the growth from 100 to 2,000 people, the listing in 2014 and the acquisition of King from ActivisionBlizzard for USD 6 billion in 2016.

 

Management

Harald Riegler

Harald Riegler

CEO
Chief Executive Officer

Harald is an entrepreneur and consultant in the gaming industry, who lives in Vienna, Austria.

He grew up in Austria with a Swedish mother and speaks Swedish.

Harald was a co-founder and CEO of the game development company Purple Lamp Studios, which was acquired by Embracer Group, and a co-founder of Belgian Neopica, which was acquired by Nacon Games.

In addition, he was CEO and founder of Austria’s largest gaming studio Sproing for over 15 years, as well as a partner in the newly launched German business platform for the gaming industry Gamesindustry.network.

Florian Bohn

Florian Bohn

COO/CFO
Chief  Operating Officer
Chief Financial Officer

Florian is a Munich-based entrepreneur with a broad and strong background building organisations. He joined Jumpgate as its COO/CFO.

Before joining Jumpgate, Florian served for several years as the CEO of Travian Games, a major German online games firm (100+ Employees, creator of the now classic browser game „Travian“ and many others). In additional career stations, he recently worked as finance director, overseeing around 500M€ in assets, and turned around a facility business with hundreds of employees.

Before, he had also successfully managed a startup incubator in the IT environment.

Don Geyer

Don Geyer

CBDO
Chief Business Development Officer

Don Geyer has more than 30 years of experience in leading projects and organizations, including from 3 to 300 people.

He has led digital projects from the concept stage to publishing and international distribution and has produced games, simulations, and 3D visualizations with international partners.

He has an extensive international network in the gaming industry and is a frequent speaker at international conferences such as GDC, China Joy and E3.

Don has worked with the acquisition process from a global perspective for the international market with a focus on growth potential.

Patrick Streppel

Patrick Streppel

CPO
Chief  Product Officer

Patrick is a serial entrepreneur and executive with more than 15 years of experience in the games industry.

 As Member of the Executive Board of gamigo AG Patrick was responsible for Business Development, Product Management, Production and Marketing. Patrick was hands-on with some of the most successful F2P MMOs in Europe.

 Patrick led for nearly three years the business development department of Gameforge AG, one of the largest European online game publishers.

 In 2015 Patrick founded gameXcite GmbH – now a Jumpgate subsidiary.

Håkan Mattsson

Håkan Mattsson

CTO
Chief  Technical Officer

Håkan Mattsson has been a producer, manager and on the board for a number of projects over the past ten years.

These include commercial PC products and mobile products as well as 3D visualization and simulation projects in Nanjing, China.

He has also been a lecturer at Uppsala University for more than eight years, where he has handled hundreds of student game projects.

Håkan has a degree in game programming from Uppsala University and an expert degree in mobile development from the Chinese province of Jiangsu.

Financial Reporting

Corporate Governance

Jumpgate AB (“the Company”) is a Swedish public limited company subject to Swedish law. The company’s governance is based on Swedish legislation, primarily the Swedish Companies Act (SFS 2005: 551) and other relevant rules and guidelines. As the Company is not listed on a regulated marketplace, the company is not covered by the Swedish Code of Corporate Governance.

 

Articles Of Association

 

The company’s most recently adopted articles of association can be downloaded

Bolagsordning för Jumpgate AB

Auditors

Göteborgs Revision KB – Stefan Kylebäck

Listing

Jumpgate AB shares have been traded since 16 September 2016 on NGM Nordic SME Sweden under the short name GATE SME and with ISIN code SE0008435044. As of December 31, 2023, the company have approximately 2,200 shareholders

Bolagsbeskrivning
Jumpgate AB Delårsrapport Q1 2023

Annual General Meeting 

Annual General Meeting 18 June, 2024

Previous General Meetings

Extraordinary General Meeting 22 Nov, 2019

Financial Reports

Financial Calendar

Delårsrapport january – march 2024 (Q1 2024) 2024-05-23
Delårsrapport january – june 2024 (Q2 2024) 2024-08-22
Delårsrapport january – september 2024 (Q3 2024) 2024-11-21

 

 

Ownership Structure

The company has approximately 2,200 shareholders. The largest owners in the Company as of 2023-12-31 and according to the latest known

conditions are shown in the table below.

Aktieägare  Antal aktier Andel (%)
Avanza Pension 44 592 085 9,27%
Clearstream Banking S.A  37 415 397 7,77%
Infundo AB 24 109 090 5,01%
Jimmy Jönsson 23 478 018 4,88%
Andras Vajlok (privat & via KF) 20 295 862 4,22%
Kirk Lenke 20 099 285 4,18%
Stefan Wennergren 17 130 000 3,56%
F1 Funds AS 14 971 176 3,11%
Nordnet Livsforsikring AS 14 342 897 2,98%
Minotaurus Energi AS 10 930 464 2,27%
Urtiven AS 10 050 000 2,09%
Harald Riegler 9 934 996 2,06%
Marcus Jacobs 9 880 572 2,05%
Claes Håkansson 9 708 369 2,02%
ATO Consulting GmbH 8 471 590 1,76%
Ballista AS  7 035 444 1,46%
Swedbank Försäkring 6 574 532 1,37%
Thomas Friedmann 6 558 611 1,36%
Thomas Häuser 6 558 611 1,36%
Thorsten Kneisel 6 558 611 1,36%
Nordnet Pensionsforsakring AB 6 490 132 1,35%
UBS Switzerland AG 6 173 534 1,28%
Kjersti Johansen 5 550 000 1,15%
F2 Funds AS 5 489 989 1,14%
Wilhelm Risberg 5 348 195 1,11%
Övriga cirka 2 200 aktieägare 143 529 985 29,82%
Summa: 472 588 033 100%

 

Articles Of Association For Jumpgate AB

  • 1. Company name

The company name of the limited liability company is Jumpgate AB. The company is public (publ).

 

  • 2. Registered office

The board of directors shall have its registered office in Gotland County, Gotland Municipality. A general meeting shall be held in Visby or Stockholm.

 

  • 3. Object of the Company

The limited liability company shall conduct the development, distribution and marketing of software and media production in IT technology with a focus on entertainment and related activities. Furthermore, the Company shall own and manage movable and immovable property and conduct other activities compatible there. The company shall also own and manage shares or units in companies with similar operations.

 

  • 4. Share capital.

The share capital should not be less than SEK 1,500,000 and not be more than SEK 6,000,000.

 

  • 5. Number of shares

The number of shares should not be less than 54,400,000 shares and not be more than 217,600,000 shares.

 

  • 6. Board of directors

The Board of Directors shall consist of no less than three members and no more than six board members with a maximum of two deputies. The members of the Board of Directors and any deputies are elected each year at an Annual General Meeting for the period until the end of the next Annual General Meeting.

 

  • 7. Auditors

1-2 auditors, with or without deputies, or a registered accounting firm, are appointed to audit the company’s annual accounts and accounts, as well as the administration of the Board of Directors and the CEO.

 

  • 8. Convening of a general meeting

Notice of a general meeting shall be made by announcement in the Official Swedish Gazette and by posting on the company’s website. At the time of the notice, an announcement will be in Dagens Industri. Notice of a general meeting shall be made within the time specified in the Swedish Companies Act in force at any given time.

 

  • 9. Attendance at general meetings

A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of the date as set out in the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

 

  • 10. Reconciliation reservation

The company’s shares shall be registered in a record register in accordance with the Securities Markets Act (1998: 1479) on CSDs and the accounting of financial instruments.

 

  • 11. Matters at the Annual General Meeting

The following matters shall be dealt with at the Annual General Meeting.

  1. 1. Opening of the meeting.
  2. 2. Election of chairman of the meeting
  3. 3. Preparation and approval of the voting list.
  4. 4. Election of one or more persons to certify the minutes.
  5. 5. Examination of whether the meeting has been properly convened.
  6. 6. Approval of the agenda.
  7. 7. Presentation of the annual report and the auditors’ report and the group annual report and the group auditor’s report.
  8. 8. Resolutions regarding:
  9. a) adoption of income statement and balance sheet and the group income statement and the group balance sheet,
  10. b) decision regarding the profit or loss of the company in accordance with the adopted balance sheet,
  11. c) discharge from liability of the board of directors and the managing director.
  12. 9. Determination of the number of directors and auditors.
  13. 10. Determination of fees to the board of directors and to the auditors.
  14. 11. Election of the board of directors and auditors.
  15. 12. Any other matter to be dealt with by the meeting according to the Swedish Companies Act (SFS 2005:551) or the articles of association.

 

  • 12. Financial year

The financial year of the limited liability company shall be 1 January to 31 December.