Corporate Governance

Board of Directors

The Board of directors of Goodbye Kansas Group AB (publ), including the Chairman, currently consists of five (5) members and no substitutes. The Board has been recruited in various rounds and was last elected by the Annual General Meeting
on April 14, 2021.

Per Anders Wärn
/Chairman since 2021

Born in 1961. Per Anders has for 10 years been member of the corporate leadership team in Gartner Inc, Stamford, CT, USA, the world's leading company in Research & Advisory, and was responsible for Gartner's global consulting business. Per Anders is currently CEO of STOAF III SciTech AB (Stockholm business angels). Chairman of the board in Goodbye Kansas Holdings AB. Executive MBA from Stockholm School of Economics.

Shareholding in Goodbye Kansas:
2 167 604 shares

Independent in relation to the company and executive management. Independent in relation to major shareholders.

Staffan Eklöw
/Member since 2017

Born in 1957. Staffan has almost 30 years of experience as a business lawyer. During the years 1994 – 2000 he was the general counsel at TV4 AB. Staffan has experience of board work and held the position Managing Partner at the business law firm Lindahl for many years. Other assignments include Adventure Box technology AB (publ), Onside TV-Produktion AB, mediation Centre Sweden AB, Lennart Nilsson Photography AB, and Stockholms Travsällskap. Bachelor of Laws and MBA from Stockholm University.

Shareholding in Goodbye Kansas:
100 000 shares

Independent in relation to the company and executive management. Independent in relation to major shareholders.

Malin Carlström
/Member since 2020

Born in 1978. Malin has vast experience in start-ups, scale ups and new technologies and she currently holds a position as SVP Europe at ABB Technology Ventures. Prior to that she was Investment Manager at Swedish Industrial Technology Fund. She has during the years held different positions as Investment Manager and Venture Analyst at SEB among other companies.

Malin holds a Master of Science in Mechanical Engineering from Chalmers University of Technology, Gothenburg Sweden and a Master of Business Administration from Kent Business School, Kent, United Kingdom.

Shareholding in Goodbye Kansas: 0

Independent in relation to the company and executive management. Independent in relation to major shareholders.

Magnus Meyer
/Member since 2021

Born in 1967. Magnus Meyer has extensive experience from leading positions in the technology consulting and real estate sector as well as board member of several listed companies. Magnus is currently CEO of WSP Europe. He has previously been CEO of Tengbom Group and held a position within GE Real Estate and Ljungberggruppen. He is currently a board member of Vasakronan, HiQ, Kinnarps, Coor and Slättö Förvaltning. Magnus holds a Master of Science from Royal Institute of Technology.

Shareholding in Goodbye Kansas: 0

Independent in relation to the company and executive management. Independent in relation to major shareholders.

Mikko Setälä
/Member since 2021

Born in 1956. Mikko Setälä has over 30 years of experience of leading positions in the gaming and software industry. Mikko Setälä has served Rovio Entertainment Corp. between 2006-2020 in roles of Chairman of the Board, CFO and Executive Vice President and also as the President of Rovio Animation Company and other subsidiaries of Rovio in North America. He has experience of turnarounds, IPOs and investment strategies. Mikko currently chairs the Board of Directors of Pro-Source Oy and Setala Capital Oy. Mikko holds a Master of Science in Engineering from the Helsinki University of Technology (currently: Aalto University)

Shareholding in Goodbye Kansas: 0

Independent in relation to the company and executive management. Independent in relation to major shareholders.

Management

Peter Levin
/Chief Executive Officer

Born in 1960. CEO of Goodbye Kansas Group as from January 1, 2021 and Managing Director of Goodbye Kansas Holding/Studios/Infinite Entertainment. Founder of Goodbye Kansas. Peter has been active in the gaming, media and the VFX industry for over 25 years and has been CEO of Electronic Arts Nordic and Pan Vision as well as a board member of several game studios, both listed and unlisted, including DICE (1996-1998), Starbreeze (2006-2009), Fatshark (2011-2012), Experiment 101 (2015-2017) and Fall Damage (2018-). Peter has extensive experience from leading and developing companies within VFX, animation and game development. Peter is also co-founder of the Swedish Gaming industry's trade association.

Shareholding in Goodbye Kansas: 3,326,664 shares of which 1783,412 via Add 2U AB

Anders Lundström
/CFO

Born in 1971. CFO of Goodbye Kansas Group as from February 1, 2021. Anders has 15 years of experience as CFO in various companies. Anders has extensive international experience and have lived and worked abroad for ten years. Started as auditor in Arthur Andersen between 1995-1997 and has thereafter held CFO positions in mainly the TIME sector. From 2014-2017 he was the CFO for A3 AllTele listed on Nasdaq Small Cap. Anders has worked almost ten years within the Kinnevik Group. Since 2020 he is board member of FundedByMe listed on NGM. Previous board member of Söderberg & Partners Securities AB.

Shareholding in Goodbye Kansas: 0 shares

Karin Wintle
/CHRO

Born in 1984. CHRO of Goodbye Kansas Group as of August 16, 2021. Karin has +10 years of experience in HR positions at various companies. Karin has extensive international experience and has lived and worked abroad for +4 years (holding Talent Acquisition focused roles). Started her HR career as Recruitment Coordinator at Morgan Law (London) and has thereafter held Head of HR/People positions in the Tech sector mainly. She has most recently been at Bisnode as Head of People - Product and Technology (incl. Data & Analytics).

Shareholding in Goodbye Kansas: 0 shares

Markus Manninen
/Managing Director, Goodbye Kansas Studios & Business Area Manager Visual Content & Brand

Born in 1969. 30+ years of experience in VFX and animation. A solid international track record with more than 20 years abroad. Among former positions are DreamWorks in Los Angeles and Framestore in London He was instrumental in growing Oriental Dreamworks with offices in Shanghai and Los Angeles. In 2016, as Partner and Creative Director. He  built the international production company HB Wink Animation for Huayi Brothers with offices in Shanghai and Los Angeles. . He has also been engaged in building a Media Laboratory at the Royal Institute of Technology in Stockholm.

Markus Manninen holds a Master of Science from the Royal Institute of Technology in Stockholm.

Shareholding in Goodbye Kansas: 0

Filip Grufman
/Managing Director, Plotagon & Business Area Manager Games & Apps

Born 1978. Filip has 30 years of work experience from a variety of industries as well as investments in several companies. Everything from FinTech and Health Tech to restaurant- and import industry. With his broad experience, he has been a member of several boards and held a variety of decision-making positions. Founder of PrimeWine Group. Common to most of his previous roles has been sales and business development. Filip is passionate about areas such as education and harnessing the latest in technology.

Shareholding in Goodbye Kansas: 677 415 shares via Nogatolp AB

Auditor

Carl Niring
Grant Thornton
Sveavägen 20, Box 7623
103 94 Stockholm

Articles of Associations

Articles of Association of Goodbye Kansas Group AB (publ) (559019-7462) adopted September 20, 2021

§ 1. The Company
The Company's name is Goodbye Kansas Group AB (publ).

§ 2. Location
The Board of Directors shall have its seat in the municipality of Stockholm.

§ 3. Activities
The company shall, directly or indirectly, conduct consultation and development of software, publishing of computer games and thereby conduct compatible activities.

§ 4. Share capital
The share capital shall be at least SEK 3 000 000 and not more than SEK 12 000 000.

§ 5. Number of shares
The number of shares shall be at least 100 000 000 and no more than 400 000 000.

§ 6. The Board of Directors
The Board of Directors shall comprise of a minimum of three and a maximum of eight board members with a minimum of zero and a maximum of four deputies. The board members and deputies are elected annually at the AGM for the period until the end of the next AGM.

§ 7. Auditors
The Company shall have one or two auditors with or without a deputy auditor.

§ 8. Notice
The notice of General Meetings shall be made by advertising in “Post-och inrikes tidningar” and by the summons being kept available on the company's website. At the same time as notice is made, the company must disclose that notice has been made through advertising in the daily Dagens Industri.

§ 9. General Meeting
To participate in a General Meeting, shareholders must be included in the share register by the day specified in the Swedish Companies Act and must notify the Company regarding their intention to participate  and the number of assistans (maximum two) by the date stated in the notice of the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not be earlier than the fifth weekday before the General Meeting.

The Annual General Meeting shall be held annually within six months after the end of the financial year.

The following matters shall be treated at the AGM.

1. Election of Chairman of the General Meeting of Shareholders (AGM).
2. Preparation and approval of the electoral roll.
3. Election of one or two adjustment officers.
4. If the meeting has been duly convened.
5. Agenda approval.
6. Presentation of the annual report and auditor's report and, where applicable, consolidated financial statements and consolidated Auditor's report.
7. Decision
a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated profit and loss account and consolidated Balance sheet,
b) on appropriation of the company's profit or losses in accordance with the adopted balance sheet and
c) on discharge to the board members and the CEO.
8. Determination of fees for the Board of Directors and the auditors.
9. Election of the Board of Directors and auditors.
10. Any other matter that needs to be treated at the General Meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.

§ 10. Proxy and postal voting
The Board of Directors may gather mandates at the Company's expense according to Chapter 7 § 4 in the second section of the Swedish Companies Act (2005:551). The Board of Directors may decide to allow shareholders to exercise their right to vote by post prior to the General Meeting.

§ 11. Fiscal year
The company's financial year shall be 1 January – 31 December.

§ 12. Reconciliation Reservation
The shareholder or trustee who, on the record date, is entered in the share register and recorded in a reconciliation record, under Chapter 4 of the law (1998:1479) on central securities depositories and accounts of financial instruments or the one recorded on the reconciliation account referred to in Chapter 4, paragraph 18 (6-8), the law is presumed to be competent to exercise the rights set out in chapter 4 of section 39 of the Companies act (2005:551).

Persons in Managerial Positions (PDMR)

Persons in the company
Peter Levin
Anders Lundström
Markus Manninen
David Logg
Filip Grufman
Karin Wintle


External members of the Board
Per Anders Wärn
Staffan Eklöw
Malin Carlström
Magnus Meyer
Mikko Setälä

Nomination committee

The Nomination Committee's task shall, according to the decision of the AGM  Apr 14, 2021, be to present proposals for the number of board meetings to be elected by the AGM, the remuneration of the Chairman of the Board and the other members and the auditor. Possible remuneration for committee work, composition of the board, Chairman of the Board, resolution on the nomination committee, Chairman of the Annual General Meeting and Election of Auditors.

The members of the Nomination Committee shall be appointed by the Chairman of the Board contacting the four largest shareholders in terms of voting rights based on shareholder statistics from Euroclear Sweden AB as of August 31, 2021, each of which is given the opportunity to appoint a person, together with the Chairman of the Board, to be a member of the Company's Nomination Committee for the period until the new Nomination Committee is appointed.

Registration certificate

Registration certificate (2021-09-21) - see link