Zordix

Approval of income statement and balance sheet for the financial year 2023 and the question of discharge from liability

The Annual General Meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023.

Discharge from liability for the financial year 2023 was granted for members of the Board of Directors except for Christina Seelye in her capacities as member of the Board of Directors and as CEO. However, shareholders with more than ten percent of all shares in the company voted against discharge of liability for all members of the Board of Directors other than Petter Hjertstedt.

Allocation of the company’s result

The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that no dividend is payable and that the financial result for the year is carried forward.

Remuneration to the Board of Directors and auditor, election of board members and auditor

The Annual General Meeting resolved for the period until the end of the next Annual General Meeting, that the remuneration shall amount to not more than SEK 468,000 (468,000) to the chairman of the Board of Directors and not more than SEK 234,000 (234,000) to each of the other board members, and that the total remuneration to the Board of Directors shall not be more than SEK 2,000,000, and that board members that are operative within the company shall not receive any remuneration. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, that the fee to the auditor shall be paid against approved invoice.

The Annual General Meeting resolved, in accordance with Christina Seelye, Thierry Bonnefoi and Philippe Cohen’s proposal, that the number of members of the Board of Directors shall be four without any alternate board members. The Annual General Meeting further resolved, in accordance with Board of Directors’ and Christina Seelye, Thierry Bonnefoi and Philippe Cohen’s proposal, that the company shall have one registered public accounting firm as auditor without any alternate auditors.

In accordance with Christina Seelye, Thierry Bonnefoi and Philippe Cohen’s proposal, Christina Seelye, Petter Hjertstedt and Karla Martin were re-elected and Bart Reefman was elected as members of the Board of Directors for the time until the end of the next Annual General Meeting. Petter Hjertstedt was elected as new chairman of the Board of Directors. The accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected as auditor, and it was noted that the authorised public accountant Nicklas Renström intends to continue as auditor in charge.

Question of approval of the Board of Directors’ resolution to issue new shares to the sellers of Merge Games

The Annual General Meeting resolved not to approve the Board of Directors’ proposal to approve the Board of Directors’ resolution from 24 April 2024 on a directed share issue of 6,315,134 B shares.

Question of approval of the Board of Directors’ resolution to issue new shares to the sellers of Maximum Games and MG Team Inc

The Annual General Meeting resolved not to approve the Board of Directors’ proposal to approve the Board of Directors’ resolution from 24 April 2024 on a directed share issue of 13,709,116 B shares.

Question of approval of extraordinary compensation to the previous nomination committee

The Annual General Meeting resolved not to approve the nomination committee’s proposal of an extraordinary compensation to the previous nomination committee.

Guidelines for the composition of the nomination committee and instructions to the nomination committee

The Annual General Meeting resolved to adopt guidelines for the composition of the nomination committee and instructions to the nomination committee in accordance with Christina Seelye, Thierry Bonnefoi and Philippe Cohen’s proposal. In short, the nomination committee shall consist of representatives of the four largest shareholders in terms of number of shares as of 30 September 2024.

Question of authorization to issue new shares and/or warrants and/or convertibles

The Annual General Meeting resolved not to approve the Board of Directors’ proposal to authorize the Board of Directors to issue new shares and/or warrants and/or convertibles.