Notice of Extraordinary General Meeting
The shareholders of Fable Media Group AB (publ), 556706–8720, are hereby invited to attend the Extraordinary General Meeting on Friday 4 July 2025 at 09.00 at Advokatfirman Cederquist’s premises at Hovslagargatan 3, Stockholm, Sweden.
Participation and notification
Shareholders who wish to participate in the Extraordinary General Meeting must:
- be recorded in the presentation of the share register maintained by Euroclear Sweden AB on Thursday 26 June 2025, and
- give notice of participation no later than by Monday 30 June 2025 in writing to Fable Media Group AB, At: "Extraordinary General Meeting 2025", P.O. Box 7066, SE-103 86 Stockholm, Sweden. Notice can also be made by e-mail to [email protected]. Shareholders shall in their notice state their full name, personal identification number or company registration number, shareholding, address, e-mail address, telephone number and, if applicable, information on representative or assistants (not more than two). If applicable, powers of attorney, registration certificate and other authorisation documents shall be enclosed with the notice.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are registered in the names of nominees, through a bank or other nominee must, in order to be entitled to participate in the meeting, re-register the shares in their own name with Euroclear Sweden AB so that the shareholder is recorded in the presentation of the share register as of Thursday 26 June 2025. Such re-registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time as the nominee determines. Voting rights registrations completed by Monday 30 June 2025 will be considered in the presentation of the share register.
Proxies etc.
If the shareholder is represented by proxy, the proxy must bring a written and dated power of attorney signed by the shareholder to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (no longer than five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also provide a registration certificate or other authorisation documents for the legal entity. To facilitate the administration, a copy of the power of attorney, registration certificate, and other authorisation documents should be enclosed with the notice to the meeting. A template proxy form is available on the Company's website, www.fablemedia.se/en, and will be sent by post to shareholders who request it and provide their address.
Proposed Agenda:
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to check and verify the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of related party transaction
- The meeting closes
Resolution on approval of related party transaction (item 7)
Background
Following negotiations, Fable Media Group AB (the “Company”) has today, 11 June 2025, reached an agreement with the largest holder of the Company’s outstanding Bond Loan (see definition below), Scandinavian Credit Fund I AB, and the Company’s largest shareholder, Frederik Falbe-Hansen Holding ApS, on amendments to the terms and conditions of the Bond Loan that entail that the Company is permitted to pay dividends. Under the agreement, Frederik Falbe-Hansen Holding ApS, a company owned by the board member Frederik Cardel Falbe-Hansen, will issue a parent company guarantee in respect of the Bond Loan and receive a guarantee fee at market rate from the Company as consideration. Payment of the guarantee fee is conditional upon approval by the Extraordinary General Meeting of Fable Media Group AB.
As Frederik Cardel Falbe-Hansen is both a board member and a larger shareholder of Fable Media Group AB, and that the guarantee fee exceeds both SEK one (1) million and one (1) percent of the Company’s market value, the payment of the guarantee fee constitutes a related party transaction and is subject to approval by the general meeting in accordance with the decision-making procedure set out in the statement AMN 2019:25 made by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
Frederik Cardel Falbe-Hansen has not participated in the Board’s deliberations or resolutions in matters related to the guarantee fee. However, the Board remains quorate without him, as three of the four board members of Fable Media Group AB may participate in the deliberations and resolutions regarding the guarantee fee.
Going forward, the Board intends to propose distributions of dividends of up to 50 percent of profit after tax, however not exceeding SEK 3.5 million per quarter. The Board intends to convene an Extraordinary General Meeting during the third or fourth quarter of 2025 to resolve on a dividend for the financial year 2024.
The following is the Board’s statement and proposed resolution for approval of the related party transaction.
Approval of payment of guarantee fee (statement and proposal from the Board)
In 2017, Fable Media Group AB issued bonds in an initial nominal amount of SEK 140 million (the “Bond Loan”). The current nominal amount of the Bond Loan, including capitalised interest, is approximately SEK 122.6 million, and the loan is due for repayment on 8 December 2025. There is a refinancing risk associated with the bond upon maturity, and the Company has pledged shares in subsidiaries as security for the loan.
At the time of this notice, the Company has repurchased approximately 51 percent of the bonds issued under the Bond Loan and approximately 49 percent is owned by external holders (the “External Share”). Approximately 70 percent of the External Share is held by Scandinavian Credit Fund I AB. The outstanding volume of the External Share, including capitalised and accrued interest, amounts to approximately SEK 61.8 million as of the date of this notice.
With certain limited exceptions, the terms and conditions of the Bond Loan prevent the Company from distributing profits to shareholders. In order to enable the distribution of profits generated by the business, the Board has, in connection with this notice, announced its intention to amend the terms and conditions of the Bond Loan. The amendment to the terms and conditions will be made through a so-called written procedure commencing on 11 June 2025 (the “Written Procedure”). In order for the amendment to the terms and conditions to be approved and enter into force, at least two-thirds of the holders of the External Share participating in the Written Procedure must vote in favour of the proposal, and participation is required from at least 50 percent of the holders of the External Share. More information about the Written Procedure is available on the Company's website, www.fablemedia.se/en.
Going forward, the Board intends to propose a dividend of up to 50 percent of profit after tax, however not exceeding SEK 3.5 million per quarter. The Board intends to convene an Extraordinary General Meeting during the third or fourth quarter of 2025 to decide on a dividend for the financial year 2024.
The agreement between the Company, Scandinavian Credit Fund I AB and Frederik Falbe-Hansen Holding ApS (the “Majority Owner”) was entered into today, 11 June 2025. A central component of the agreement is that a parent company guarantee shall be provided in favour of all bondholders by the Majority Owner, whereby the Majority Owner guarantees full repayment under the Bond Loan in return for a guarantee fee at market rate from the Company amounting to 4 percent of the External Share of the Bond Loan, corresponding to approximately SEK 2.5 million (the “Guarantee Fee”).
Given the refinancing risk associated with the Bond Loan upon its maturity later this year, as well as the Board’s intention that part of the profits generated by the business shall be distributable to the shareholders, the Board assesses that it is in the best interests of the shareholders and the Company to amend the terms of the Bond Loan. The Board has carefully considered alternative financing options, such as bank financing and capital market financing, but has concluded that these are less advantageous for the Company. A structure in which the Majority Owner guarantees the fulfilment of the Company’s obligations in a cost-effective and timely manner enables dividend distributions to the shareholders and is therefore in the shareholders’ interest. Furthermore, the Board considers the Guarantee Fee to be on market terms and reasonable from a financial perspective. The Board therefore proposes that the general meeting approves the Guarantee Fee on the terms set out above.
For a valid resolution approving the related party transaction described above, the proposal must be supported by shareholders representing at least half of the votes cast at the general meeting. Shares and votes held by Frederik Falbe-Hansen Holding ApS and Frederik Cardel Falbe-Hansen, including their related parties, shall not be taken into account. The resolution of the general meeting, as well as the Guarantee Fee, are furthermore conditional upon the terms of the Bond Loan being amended through the Written Procedure. The Written Procedure is in turn conditional upon the general meeting resolving to approve the Guarantee Fee.
Additional information
Number of shares and votes
As of the date of this notice, there are a total of 33,970,630 shares in the Company. All shares have equal voting rights. The Company holds no shares in treasury.
Available documents
A proxy form will be held available at the Company and on the Company's website, www.fablemedia.se/en, no later than three weeks prior to the Extraordinary General Meeting and will be sent to shareholders who so request and provide their postal address.
Authorisation
The Company's Board is authorised to make such minor adjustments to the resolutions of the meeting as may be required in connection with registrations with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB.
Information at the General Meeting
The Board and the CEO shall, if any shareholder so requests, and the Board believes that it can be done without material harm to the Company, at the Extraordinary General Meeting provide information on any circumstances that may affect the assessment of a matter on the agenda.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Translation
This is a translation of the original notice in Swedish. In the event of any discrepancies, the Swedish version shall prevail.
________
Stockholm in June 2025
Fable Media Group AB (publ)
THE BOARD OF DIRECTORS
The information was submitted for publication, through the agency of the contact person, on 11-06-2025 17:24 CET