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15.02.2021 18:18:00
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ATARI: Results of the Ordinary & Extroardinary General Shareholders’ Meeting held on February 15, 2021 at 17h00 behind closed doors
Results of the Ordinary & Extroardinary General Shareholders’ Meeting held on February 15, 2021 at 17h00 behind closed doors
Paris, February 15, 2021 – 18h00 – Atari (ISIN : FR0010478248 - ATA, eligible PEA-PME), one of the world's most iconic consumer brands and interactive entertainment producers, held its Combined General Meeting (ordinary and extraordinary) on first call this Monday, February 15, 2021 at 17h00. Given the exceptional context of the Covid-19 pandemic and in accordance with the dispositions of the decree n° 2020-1497 of December 2, 2020, which prolonged and modified the decree n°2020-321 of March 25, 2020, the Shareholders’ Meeting was held behind closed doors, without the shareholders or their proxies being physically present.
In this context, the modalities for shareholders to exercise their right to vote at this general meeting had to be adapted compared to the usual modalities, and the shareholders were invited to regularly consult the section "Shareholders’ Meetings” on the website www.atari-investisseurs.com, where the documentation and the voting procedures related to this combined general meeting were published and in particular :
- Board report on the issue of shares, with cancellation of preferential subscription rights
- Notice of meeting brochure
- Procedures for obtaining or consulting information on the Combined General Shareholders’ Meeting to be held on February 15, 2021
- Postal or proxy voting form
- Presentation of resolutions
- Convening notice published in the Bulletin des Annonces Légales Obligatoires (BALO) on January 8, 2021
- Universal Registration Document / Annual Financial Report 2019-20
- ATARI SA by-laws updated on December 28, 2020
- Special reports of the Statutory Auditors on the resolutions
- Statutory Auditor’s Report on the issue of shares, with cancellation of preferential subscription rights
- Statutory Auditors’ Report on the consolidated financial statements
- Statutory Auditors’ Report on the annual financial statements
- Statutory Auditors’ Report on regulated agreements
A presentation of Atari’s strategy including the main elements of the consolidated financial statements of the financial year 2019-2020 as well as an audio recording of the Combined General Meeting held behind closed doors have also been uploaded to the website today.
According to the calculations by Caceis Corporate Trust on behalf of Atari, 71 shareholders were represented holding 94,239,183 shares and 94,677,012 voting rights out of 298,102,894 shares with voting rights (see table below), or a quorum of 31.697%, and thus over a quarter of the voting share capital.
| Number of | Meeting of 15.02.2021 |
| shares composing the capital | 298,152,729 |
| theoretical voting rights | 298,690,125 |
| actual voting rights | 298,102,894 |
The breakdown of votes was as follows :
| Nr. of replies | Nr. of voting rights | In % of actual voting rights | |
| Vote by correspondence | 52 | 5,450,778 | 1.825% |
| Proxy to the Chairman | 19 | 89,226,234 | 29.873% |
| Proxy to a third party | 0 | - | - |
| TOTAL | 71 | 94,677,012 | 31.697% |
All 26 resolutions presented and endorsed unanimously by the Board of Atari have been adopted. The detail of the votes for each resolution is as folllows:
| Resolution | Type | Votes for | % for | Votes against | % against | Abst. |
| 1 - Approval of the annual financial statements for the financial year ended March 31, 2020 and discharge of the Board of Directors | OGM | 94,650,100 | 99.972% | 26,212 | 0.028% | 700 |
| 2 - Approval of the consolidated financial statements for the financial year ended March 31, 2020 | OGM | 94,651,302 | 99.974% | 25,010 | 0.026% | 700 |
| 3 - Allocation of income for the financial year ended March 31, 2020 | OGM | 94,651,212 | 99.974% | 25,000 | 0.026% | 800 |
| 4 - Ratification of the cooptation of Mr. Wade Rosen as Director | OGM | 94,596,429 | 99.918% | 77,883 | 0.082% | 2,700 |
| 5 - Renewal of Mrs. Alyssa Padia Walles’ term of office as Director | OGM | 94,563,975 | 99.884% | 110,237 | 0.116% | 2,800 |
| 6 - Ratification of the cooptation of Mrs. Kelly Bianucci as Director | OGM | 94,597,075 | 99.919% | 77,137 | 0.081% | 2,800 |
| 7 - Renewal of Mrs. Kelly Bianucci’s term of office as Director | OGM | 94,597,075 | 99.919% | 77,137 | 0.081% | 2,800 |
| 8 - Nomination of Mr. Frédéric Chesnais as Director | OGM | 93,502,461 | 98.762% | 1,171,851 | 1.238% | 2,700 |
| 9 - Setting of the amount of Directors’ fees | OGM | 94,579,165 | 99.910% | 85,147 | 0.090% | 12,700 |
| 10 - Agreements subject to articles L. 225-38 et seq. of the French Commercial Code | OGM | 94,643,687 | 99.978% | 20,525 | 0.022% | 12,800 |
| 11 - Approval of the compensation and benefits paid or awarded to Mr. Frédéric Chesnais, Chairman and Chief Executive Officer for the financial year ended March 31, 2020 | OGM | 94,586,811 | 99.910% | 84,901 | 0.090% | 5,300 |
| 12 - Approval of the principles and criteria to determine, apportion and allocate the items comprising total compensation and all benefits in kind that may be allocated to the Chief Executive Officer | OGM | 93,463,757 | 98.724% | 1,208,055 | 1.276% | 5,200 |
| 13 - Authorization given to the Board of Directors to trade in the Company’s own shares | OGM | 93,472,083 | 98.728% | 1,204,229 | 1.272% | 700 |
| 14 - Authorization given to the Board of Directors to reduce the share capital by canceling Company shares acquired in the course of a buyback program | EGM | 94,669,885 | 99.993% | 6,427 | 0.007% | 700 |
| 15 - Delegation of authority to the Board of Directors to issue shares or securities giving immediate or deferred access to the share capital or to debt instruments of the Company, with preferential subscription rights for existing shareholders | EGM | 93,439,183 | 98.695% | 1,235,929 | 1.305% | 1,900 |
| 16 - Delegation of authority to the Board of Directors to issue shares or securities giving immediate or deferred access to the share capital or to debt instruments of the Company, without preferential subscription rights for existing shareholders, by public offering, except offerings as defined in paragraph 1 of article L.411-2 of the French Monetary and Financial Code | EGM | 93,316,461 | 98.565% | 1,358,551 | 1.435% | 2,000 |
| 17 - Delegation of authority to the Board of Directors to increase the share capital through the issue of Company securities, without preferential subscription rights for existing shareholders, in favor of participants in a plan d’épargne entreprise (company savings plan) | EGM | 93,315,761 | 98.563% | 1,360,551 | 1.437% | 700 |
| 18 - Authorization given to the Board of Directors to increase the number of securities to be issued in the event that the issue is oversubscribed when issuing the securities described in resolutions 15, 16, and 17, up to 15% of the original issue | EGM | 93,433,023 | 98.688% | 1,242,089 | 1.312% | 1 900 |
| 19 - Delegation of authority to the Board of Directors to issue shares or securities giving immediate or deferred access to the share capital in consideration of contributions in kind to the Company, outside of a public exchange offer | EGM | 93,317,083 | 98.566% | 1,358,029 | 1.434% | 1,900 |
| 20 - Delegation of authority to the Board of Directors to issue shares or securities granting immediate or future access to the share capital in consideration of contributions in kind to the Company, in the context of a public exchange offer | EGM | 93,330,283 | 98.580% | 1,344,729 | 1.420% | 2,000 |
| 21 - Authorization given to the Board of Directors to grant stock options exercisable for existing or new shares of the Company | EGM | 93,326,123 | 98.575% | 1,348,989 | 1.425% | 1,900 |
| 22 - Authority granted to the Board of Directors to set the issue price of shares or any securities giving immediate or deferred access to the share capital without preferential subscription rights for existing shareholders, up to an annual limit of 10% of the share capital | EGM | 93,313,961 | 98.565% | 1,358,651 | 1.435% | 4,400 |
| 23 - Delegation of authority to the Board of Directors to issue ordinary shares or any securities giving immediate or deferred access to the share capital or to debt instruments of the Company, up to an annual limit of 20% of the share capital, without preferential subscription rights for existing shareholders, through an offering as defined in paragraph 1 of article L.411-2 of the French Monetary and Financial Code | EGM | 93,315,961 | 98.567% | 1,356,651 | 1.433% | 4,400 |
| 24 - Overall limit of authorizations | EGM | 94,552,987 | 99.884% | 110,125 | 0.116% | 13,900 |
| 25 - Delegation of authority to the Board of Directors to increase the share capital through the capitalization of reserves, profits, or other amounts that may be capitalized | EGM | 94,539,387 | 99.857% | 135,725 | 0.143% | 1,900 |
| 26 - Powers to carry out formalities | EGM | 94,649,987 | 99.972% | 26,325 | 0.028% | 700 |
* * *
About Atari:
Atari, comprised of Atari SA and its subsidiaries, is a global interactive entertainment and multiplatform licensing group. The true innovator of the video game, founded in 1972, Atari owns and/or manages a portfolio of more than 200 games and franchises, including globally known brands such as Asteroids®, Centipede®, Missile Command® and Pong®. From this important portfolio of intellectual properties, Atari delivers attractive online games for smartphones, tablets, and other connected devices. Atari also develops and distributes interactive entertainment for Microsoft, Sony and Nintendo game consoles. Atari also leverages its brand and franchises with licensing agreements through other media, derivative products and publishing. For more information: www.atari.com and www.atari-investisseurs.fr/en/. Atari shares are listed in France on Euronext Paris (Compartment C, ISIN Code FR0010478248, Ticker ATA), in Sweden on Nasdaq First North Growth Market as Swedish Depositary Receipts (ISIN Code SE0012481232, Ticker ATA SDB) and are eligible for the Nasdaq International program in the United States (OTC - Ticker PONGF).
Contacts
Atari - Philippe Mularski, CFO Calyptus - Marie Calleux
Tel +33 1 83 64 61 57 - pm@atari-sa.com Tel + 33 1 53 65 68 68 – atari@calyptus.net
Redeye AB (Certified Adviser)
Tel: +46 8 121 576 90 – certifiedadviser@redeye.se
This information was submitted for publication, through the agency of the contact persons set out above, on February 15, 2021 at 18:00 pm CET.
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