Corporate Governance

Board of Directors

The Board of directors of Goodbye Kansas Group AB (publ), including the Chairman, currently consists of four (4) members and no substitutes. The Board was elected by the Annual General Meeting on April 13, 2023.

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: 61,954,875 shares

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: 1,218,167 shares

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: 3,630,000

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

Adrian Politowski
/Member since 2022

Born in 1978. Adrian Politowski has a long experience of leading management positions and board assignments in areas that are of strategic importance to the company. Adrian is currently the CEO of Align, a film and TV production company with its headoffice in Los Angeles.

During his career, Adrian has worked as a producer on over 450 films.

Shareholding in Goodbye Kansas: 18,828,638 shares

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

Management

Stefan Danieli
/Chief Executive Officer

Born in 1965. 30+ years’ experience from financial and operational roles in international businesses across various industries (of which almost 20 years in media companies) and including international postings. Stefans experiences encompass fast growing companies as well as companies in restructuring-processes, and he has held CFO positions in both listed and owner-led companies. In recent years, Stefan has worked as CFO within retail-companies (RNB Retail & Brands and Åhléns) and also as CFO Nordics within the international film- and tv production-group EndemolShine Group, but also worked as consultant with interim-assignments in his own company.

Throughout his career he has successfully managed finance and administrative operations, streamlined financial processes and overseen operational turnarounds. Stefan Danieli holds a Master of Science degree from the Stockholm School of Economics. Stefan was recruited to Goodbye Kansas as CFO but was appointed Group CEO in September 2022.

Shareholding in Goodbye Kansas: 1,500,000 shares

Karoline Duvmo
/Head of Finance 

Karoline Duvmo has significant experience from prior finance positions in several industries, most recently as CFO of Convini. During her time at Convini, she worked on expansion and acquisitions, as well as implementation of restructuring measures and cost savings. She is also the co-founder of Unrewined.

Karin Wintle
/Chief People Officer (CPO)

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

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

Born 1972. 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: Filip Grufman owns 35% of Nogatolp AB which owns 269,373 shares in Goodbye Kansas Group.

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 by AGM om January 30, 2024

§ 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 548,700 and not more than SEK 2,194,800.

§ 5. Number of shares
The number of shares shall be at least 5,487,000 and no more than 21,948,000.

§ 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
Stefan Danieli
Filip Grufman
Karin Wintle
Karoline Duvmo

External members of the Board
Per Anders Wärn
Staffan Eklöw
Mikko Setälä
Adrian Politowski

Nomination committee

The Nomination Committee's task shall, according to the decision of the AGM  Apr 13, 2023, 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, 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.

The nomination committee includes Niclas Engvall (Chairman), Per Anders Wärn and Jonas Levin

Registration certificate

Registration certificate (2023-11-02) - see link