Embracer Group AB (publ) (EMBRACB) Earnings Call Transcript & Summary
September 16, 2021
Earnings Call Speaker Segments
Martin Arnell
analystOkay. Warm welcome, everyone, to Embracer Group Annual General Meeting 2021. My name is Martin Arnell. I'm an equity research analyst with DNB Markets in Stockholm, and I will be hosting the Q&A session later in this event. On today's agenda, first, we have the Chairman of the Board, Kicki Wallje-Lund, which will go through the formal AGM agenda. And then we will have a presentation by Embracer Group, including deep dives and the presentation of Gearbox entertainment and market insights by news or research followed by Q&A. Then the AGM will continue and at around 5. Okay. And with that, I would like to hand over to Chairman of the Board, Kicki Wallje-Lund. Welcome.
Kicki Wallje-Lund
executiveThank you. Well, good afternoon, everyone. My name is Kicki Wallje-Lund, and I'm the Chairman of the Board of Embracer Group. And I would like to on half -- on behalf of the Board to welcome all of you to Karlstad, for all of you that are here, but also to all of you that are with us on the -- via webcast to our general -- Annual General Meeting. Now the first thing -- well, first of all, I should say that this year, I was really hoping to meet everyone in person. But because as you may remember, last year, we couldn't have annual meeting in the usual, normal format because of the pandemic and who would have thought that it would be the same this year, 1 year later. So once again, we had to limit the number of participants here, physical in Karlstad and we had to give the possibility to vote in advance and also to participate via webcast. And I'm really curious to know how many we do have with us via the webcast, we will know that later, I think. Now the first item on the agenda is the opening of the meeting. So hereby, I declare the Annual General Meeting of Embracer Group opened. But before we start, I have a question. The Board of directors, they would like to propose that we -- the meeting here today will be held in English. And that is, of course, so that everyone that will participate today will understand what will be said here today. And also -- so therefore, I would like to ask you if we can agree to hold the meeting in English.
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveThank you. Now the next item is the share at today's Annual General Meeting. And the Board of Directors have proposed that I will be elected as the Chair of the meeting, and that has also been published in the notice on the 18th of August. So I'm wondering if we have any other proposals. Now can we elect me to the Chair of today's meeting.
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveGreat. Thank you for your confidence. We have several unregistered shareholders and guests at the premises here and also participating remotely. And can we invite these to attend the meeting?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveAnd for the avoidance of doubt, I would like to point out that in addition to the company's representatives that are here and the auditor as well, only shareholders who are here in person or cast their vote in advance are -- and are entered in the share register of the record date, the representatives and assistants, who have registered within the prescribed time have the right to speak, vote and give proposals at the meeting. That was a long sentence that you wrote to me, Ian. And during the Q&A, we will, however, allow everyone present to -- at the meeting to remotely -- and remotely to be able to ask questions. Will that -- is that okay? Can we agree on that?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveAnd as always, I also would like -- I also would like to request that no audio or video recording will be used during the meeting. Okay. I am -- joining me here on my left side is Ian Gulam that is our in-house legal counsel, and he will also here today keep the minutes of meeting. I also would like to introduce the members of the Board, not everyone -- not all of them are here today. But we do have, first of all, of course, Lars Wingefors, the CEO of Embracer Group. We also have Erik Stenberg somewhere in the back there, you will see Erik. And we also have Jacob Jonmyren here today. And we also have the, via the webcast, we have from the U.S. Matt Karch, that is the CEO and the Founder of Saber Interactive. And then we have also from London, David Gardner, and we do have as well Ulf Hjalmarsson, I think, from Trosa in Sweden. I thought we had -- did you see -- I had [ requested ] a picture of the Board. Yes. To check that, I didn't forget any one. Anyway, we also have the company's auditor, EY, present here. And the company's main responsible auditor is Johan Eklund from EY, and he's also here today, and you will meet with him later. Okay. Then we have come to item #3 on the agenda, and that is preparation and approval of the voting list, so I will hand over that to you, Ian.
Ian Gulam
attendeeThank you, Kicki. Today, we have ticked off everyone that has come here today and have been -- that have notified their participation here today. We've also ticked off all the advanced votes coming in today and all the shareholders who have been entered into the share register as of the record date. And counting down to that, we have here today and also -- let me see. We have in total 258,941,771 shares represented here today. And of those 26, 130 -- 26,130,120 A shares and 232,811,669 is are B shares. That represents 51.46% of the total shares in the company and 61.47% share of the votes in the company.
Kicki Wallje-Lund
executiveOkay. Can we prove the prepared voting list?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveThank you. Okay. Next item is that we should appoint 1 or 2 persons to verify the minutes, and I'm wondering if we do have any suggestions.
Unknown Executive
executiveHans Christian Bratterud.
Kicki Wallje-Lund
executiveHans Christian Bratterud Okay. there you are. Okay. Because I propose then that we have one person to verify the minutes and then we also then propose that it will be Hans Christian Bratterud. Do we have any other suggestions or can we resolve that we have Hans-Christian as the -- to verify the minutes.
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveGood. And then Christian, Hans Christian, I have to ask you whether you will be available straight after the meeting and to sign the documents.
Hans Christian Bratterud
attendeeOf course.
Kicki Wallje-Lund
executiveWonderful. Thank you. Now we go in 2 questions whether the general meeting has been duly convened. So I ask you, Ian, to described for us how the notice to the meeting shall be convened and how it has been done.
Ian Gulam
attendeeGreat. Thank you. According to the Articles of Association of the company, the notice should be published at the earlier 6 weeks before the meeting and no later than 4 weeks prior to the meeting. The notice must be published on the company's website and in the Swedish Official Gazette and at the same time, an ad in Svenska Dagbladet must be published informing that a notice has been published. All of this has occurred and the publication of the notice on the company's website happened on 18th of August in the Swedish Official Gazette on the 19th of August. And ad in Svenska Dagbladet was published on 19th of August as well. Thus, the requisite for correct convened annual meeting is at hand.
Kicki Wallje-Lund
executiveThank you, Ian. So does the meeting consider that the meeting has been duly convened?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveGreat. Thank you. Now we have come to the item #6 on the agenda, and that is approval of the same. Proposals for the agenda have been announced in the notice and distributed to everyone participants here today when you came, can we resolve to determine the proposed agenda?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveGreat. I find the agenda has been approved then. Now we will hold -- it's time to hold the presentation of the operations within the group. And I guess this will be the most exciting part of this annual general meeting. So -- and that the presentation will end, as you know before, with the Q&A session. So without further ado, I would like to give the floor to our CEO, Lars Wingefors; and to our CFO, Johan Ekstrom.
Lars Wingefors
executiveThank you, Kicki. And hello, and welcome, everyone, to Varmland, once again. I'm pleased to have another year to our history, and I'm happy to report from the operations. So let's get going. So the highlights of the year was that we had sales coming in at just above SEK 9 billion. That was a 72% growth. The sales within the most important segment Games came in at close to SEK 6.5 billion. That was 102% growth year-over-year. And the profitability of the group came in at just above or close to SEK 2.9 billion, which is a 178% increase year-over-year. If you look at the Games business area, the digital sales represented 80% of the revenues just above SEK 5 billion and overall organic growth in the Games business area on a constant currency basis was 70%. We do release a lot of products during the year. And to mention a few selected releases during the year, we had a strong kickoff with SnowRunner from Saber Interactive. And in the same quarter, we had Spongebob and Desperados III, Destroy all Humans, all from THQ. Later in the autumn with Kingdoms of Amalur: Re-Reckoning, followed by Saints Row: The Third Remastered. And finally, we ended the year with a fantastic success of Valheim from the Iron Gate team and published by Coffee Stain. We ended the year with having more than -- or having 160 game development projects under development. We had in total SEK 3.2 billion in investments for the pipeline and for future products end of the year. And during the year, we completed games in the value of -- completed meaning releasing basically to the market, games to the value of SEK 837 million. And you can compare that to the number of how much we invested into the future. And during the year, we invested very close to SEK 2 billion in that pipeline. End of the year, we had 6,325 people engaged across the group, end of March. That number is actually 8,500 today, but now we're talking about the financial year. And we have 60 studios end of March comparing to the 26 game development studios we had the previous year. We had our first Sustainability Report published, and Johan will come back to that in a minute. We also had various initiatives across the group, one that I'm being very proud and excited about is the Games Archive building at the parent company level. We also added a lot of businesses to the group and 2 segments of the gaming industry, VR and we entered the mobile space in August last year. And our ecosystem grow with a lot of new family members. We added, again, our first entry into mobile with the DECA Games in August. But before that, we had our American or friends from Eastern Europe, Saber Interactive joining the group 1st of April. But also foremost, we added a lot of fantastic talent, creators and entrepreneurs within each operating units. And here, you can see a few logo types from the studios and companies we've been adding during the year, and there is more than 30 companies joining the group under the operating groups. And after the financial year-end, we added 2 more operating groups to the family, Gearbox Entertainment that you will hear in a minute and the Easybrain that actually was announced the same day. So with that said, Johan?
Johan Ekström
executiveThank you, Lars. So if we take a look at our net sales, we see that we had a healthy growth during the financial year, reaching above SEK 9 billion. It was driven by a solid performance in all our operative groups and also the addition of Saber and DECA and as well as the successful release of Valheim. We have a higher share of net sales in business area games, coupled with the increased profitability within business area games, mainly driven by the inclusion of Saber that increased our operational EBIT margin from 20% to 32%. Solid start of this financial year in Q1, growing our net sales to just above SEK 10 billion with an operational EBIT margin of 33% on a rolling 12 months basis. Looking at the balance sheet, at the year-end, we have the operational balance sheet items on the left-hand side and the financial and acquisition-related balance sheet items on the right-hand side. We can conclude that we, as per the end of March, had invested SEK 3.7 billion into game development. Out of this, SEK 3.2 billion relates to ongoing game development and SEK 0.5 billion completed games development. If you look at the right-hand side, we have acquisition-related intangible assets of close to SEK 12.5 billion, and mainly consisting of goodwill and IP rights. We also have a net cash position at the end of the year of SEK 12.8 billion. Interesting to note is on the operational side is that the net of other assets and liabilities is actually a negative amount of SEK 0.4 billion. And that, together with equity financing as well as provisions for additional considerations is the financing side of our balance sheet. Looking at the cash flow for the financial year. We generated SEK 3.9 billion in operating cash flow during the year and invested as mentioned, close to SEK 2 billion in our ongoing games portfolio. another SEK 0.2 billion into other intangibles, mainly related to our Film business segment and SEK 70 million in tangible CapEx. Adding that up, you get an operational cash flow of plus SEK 1.7 billion for the year. We had a positive cash flow from financing activities of SEK 14.7 billion, which is mainly through share issues. The net cash flow effect from cash considerations of acquisitions made in the year amounted to SEK 4.6 billion, resulting in a cash balance of SEK 14.3 billion at the 30th -- 31st of March. Looking at our cash flow over a longer time period from the time of the IPO in 2016 up until the end of June this year, we can conclude that we have generated SEK 7.8 billion in operative cash flow, invested SEK 5.8 billion into games development, SEK 0.5 billion into other intangible assets, which is the film segment and the SEK 200 million approximately in tangible assets. So generating an operating cash flow of SEK 1.3 billion for the period. On the financing side, we had -- have had SEK 20.2 billion inflow, and the cash flow effect from acquisitions made is SEK 8.9 billion. The cash balance at the end of June this year was SEK 12.4 billion. Yes. As Lars mentioned in the beginning, we issued our first Sustainability Report this year as part of our Annual Report. So we have an update, our approach to sustainability or ESG, is really through our sustainability framework, which we call smarter business. It rests on 4 pillars: business sense, great people, greener planet and solid work. During last year, we focused on improving our governance structures even more. So we had a focus on the pillar of business sense. We are on a sustainability journey. So we are taking steps to constantly improve ourselves within the areas of smarter business. During last year, we had several achievements. And I think if you should highlight a couple important is that we established an audit and remuneration committee in February this year. We conducted a cyber maturity assessment. We also launched our first annual global employee survey. And we also launched our first annual compliance code training. Further, we conducted a materiality and risk analysis that included stakeholder dialogues in order to understand risks and also to allow us to focus our work within the sustainability framework. During the process, we identified 5 focus areas that you can see on the right-hand side here. They are centered around the governance aspect and the social aspect of sustainability. But of course, the environmental aspect is also important, which is why we have committed to reduce emissions for this year. We're also happy to see that we did this together, both on a global level but also on the local level. We are glad to see that we had such a high response rate on our first annual global employee survey and also about the results. But of course, we are humble and we know that there are still things that can be improved and continuously improving them as part of our journey. We encouraged local initiatives for the year, and we have a couple of examples, to the right, 5 examples. There are other examples if you're interested to have a deeper look on our web pages. Embracer is a true global connector of people. There are more than millions of people playing our games. We are -- we have 69 nationalities represented in our group. 29 of these were added during this year. And we have a decentralized approach, which is core to our successful business model. And we also always welcome diverse perspectives. And looking ahead, this year is about great people. We have prioritized areas within the pillar of great people, diversity and inclusion, work-life balance, creativity and independence. Of course, we will work with all the pillars of the smarter business framework. But just as we last year had the spotlight on business sense. This year, we will have the spotlight on great People. Business areas.
Lars Wingefors
executiveThank you, Johan.
Johan Ekström
executiveThank you.
Lars Wingefors
executiveSoon leave over to Texas. But with that said, I think it's worth highlighting the governance and group structure and part of the success -- successful operating model. So I'm reporting to Kicki and the Board. And then I'm in daily and weekly contacts with the management and the CEOs of the operating units. And it's a very efficient way to make decisions, allocate capital and trust to the leading entrepreneurs and creators in the industry to pursue their daily business. I think with that said, I would like to leave over to U.S.A., hopefully. Could we hear someone from Texas.
Randy Pitchford
executiveThank you, Lars.
Lars Wingefors
executiveHi, Randy.
Randy Pitchford
executiveHi, everyone. My name is Randy Pitchford. I'm the Founder and CEO of the Gearbox Entertainment Company, and it's my pleasure today to introduce myself to those of you who do not know me. Seems to me that I must have been genetically engineered for this mission, nothing animates me more than creating joy and happiness. And I believe that the experience of joy and happiness is the most important motivating factor for our species that we can experience it is what makes life worth living. I'm grateful that we're such a clever species that we've learned how to commoditize the creation of joy and happiness in the form of entertainment, so that people like us can earn a living by committing ourselves to this enterprise of generating joy and happiness for others through our work. So this is my mission. This is our mission to entertain the world. Next slide. Gearbox, of course, has been around for over 20 years. We've been profitable every single year of our existence. And all of that was generated organically. Every single bit of growth in the Gearbox story was earned on the success of our own achievement. We have created -- we have built a creative engine that is capable of scaling. And I think this is because of the values and mission of our company. We value profits, and this is true throughout our company. Every single member of gearbox was a shareholder of the company and became a shareholder of Embracer. So we have alignment throughout our entire company. We care about the profitability of our business through and through. We care about happiness and creativity. We exist to generate happiness, and we are stimulated by innovation and solving difficult problems. This is what drives and fuels our business. And we need that because we take our mission seriously, we think entertainment is the most noble thing of all because without joy and happiness life is not worth living. It is literally what drives everything for our species, the pursuit and hope to experience joy and happiness. Next slide. We have done really well in this industry as creators of entertainment. And on the Gearbox Software side, our talent and our intellectual property have served our ability to grow and to reach customers around the world and gratify them sufficiently where they come back with incredible goodwill for our brands and our products. This helped Gearbox enjoy a position at the top of the value chain. Gearbox creates the meat of our industry, the value that everyone pursuing interactive entertainment is trying to get access to. So we've been enjoying that position at the top of the value chain. But for many of the years of our existence, we were very low on the totem pole of the revenue stream, right, starting from customers, moving through retailers and distributors, to publishers and so on eventually arriving to the developers. And so that's why we created the gearbox publishing years and years ago in order to maximize our potential as value creators, in order to get as close as possible to the customer on the revenue stream, and we have been successful in doing that. And this poises us for incredible growth and capability with this industry, which led us to our partnership and are joining the Embracer group with incredible enthusiasm to be part of the team and to literally embrace Lars' vision for this incredible company that we're now proud to be a part of. Next slide. We are growing, and this is all organic in the slide that Lars just showed, we had 550 people listed. That was a transaction time. We're growing since then, and you'll see these reports and future reports from the Embracer Group. We're north of 600 now, and we'll continue to see that growth. This is primarily in our 2 main studios, our headquarters in Frisco, Texas, and our studio in Quebec City, Canada. Next slide, we just recently announced a new studio that Gearbox creating in Montreal. We have 250 positions open and we expect that Gearbox Montreal will be an incredible place to embrace the wonderful talent that it lives in that city. There is some incredible talent that is eager to be part of a company that has the values and alignment that Gearbox and Embracer have, and we're happy to be that home and we're seeing incredible results there with the best talent in the city streaming to our new studio. And this is great because we have a lot to do. Next slide, Game development is the core of gearbox, of course, and we've created some incredible intellectual property with products like Borderlands and Brothers and Arms and the recently announced new IP Wonderlands. We've also worked and had the privilege to contribute and build original games for some of the most valuable intellectual property in the game industry Gearbox created. I led the development and production of all of the expansions and all of the console versions of the original Half-Life. The Gearbox team and I created the platform, the Internet platform by which Halo could be played over the Internet for the first time as I was the executive producer of the very first Halo combat, as it evolved on the PC platform, and Gearbox delivered the first retail product for Counter-Strike. This is in addition to working with other venerable IPs across entertainment, across media. We've also acquired some things, including Duke Nukem and Homeworld, and we have some great projects in development for these all of this intellectual property that Gearbox has control over and we have new intellectual property in development. Next slide. I think one interesting thing is when whenever I talk about the past and all these great grames we've made there's always a question of what have you done for me lately? Borderlands is a massive franchise as many of you are aware, and we've been generating a huge amount of success with the goodwill and the love and attention that we earned from our audience there. We not too long ago, launched Borderlands 3, and it became the fastest selling title in label 2K games history, which is our -- the publisher for 2K games. And this is incredible because Borderlands 2 is literally the best-selling title in 2K games history. So for Borderlands 3 to eclipse it is an incredible achievement. And one of the things that I think I'm most proud of is that we demonstrated this ability to engage our audience. And we apply our methods and our technologies that would create these kinds of results to everything in our development portfolio moving forward. Borderlands 3 launched on the PC platform, on the Epic Games Store when it was a nascent platform, brand-new did not have the user base that it has today and chose to make a bold bet to be exclusive for 6 months before coming to the Steam platform. In spite of not even existing on the leading PC platform, Borderlands 3 was able to achieve over 1 million concurrent users at launch. This is a premium game you guys. This is a very rare achievement. This kind of position to earn 1 million concurrent users around your launch is the kind of numbers that you only really see from free-to-play games and from those highly engaging competitive multiplayer games, which earn a lot of continual attention. In the case of Borderlands, it is a premium campaign game, which has a high degree of cost friction before you can come in and yet we post these numbers. Great progress since then, over 2 million monthly active users, even 2 years after the launch of the game, and we have very high average playtime members that's average of all customers. And of course, we don't rest on our laurels. We've been hard at work on a new original IP. We announced earlier this year a new video game from the Gearbox Entertainment company called Wonderlands And Wonderlands, it's going to be great because going to love it. In fact, I have a trailer for you. If we can click over to that, let's get a short quick peek at Wonderlands. [Presentation]
Randy Pitchford
executiveThank you, guys. The Wonderlands game is going incredibly well. It launches in March of next year. We recently showed the trailer that you just saw as part of the PlayStation showcase earlier this month, just less than 10 days ago, and we earned an incredible response, tons of coverage and the best sentiment ratings and social media and throughout these the critical response, the best sentiment ratings than we've ever seen in the history of Gearbox Software and the 2K games has ever seen in their history. It's absolutely astonishing how well our audience has responded to this. And I think it's because of the strategy when I first endeavored to create this IP, I had a thesis that the success of Borderlands was no accident. We have incredible gameplay, very very engaging, and it has a serious through line with a surface that is not afraid to get crazy and to have fun and to entertain people. But Borderlands was set in a universe that we created that was a violent and dangerous universe. And we know that there's an entire generation of people that grown up with Harry Potter and Lord of the Rings and that love the idea of fantasy. And that ceiling is -- I don't know where the ceiling is on fantasy as a backdrop. So to take the Borderlands formula and marry it with a love letter to fantasy and fantasy role-playing games, I think, and I hope will help us to achieve even new heights. That said, we've placed this bet modestly. We do not need to achieve anywhere near Borderlands 3 results to be incredibly profitable with this game, but we have not skimped on our production values. This is a AAA game through and through and our customers are going to be gratified by it. Of course, this is the highlight of Gearbox software's development activities right now. We have many other things in development, which you'll hear about, and we'll talk about it in the coming months and quarters. But we also have a lot of activity with Gearbox publishing. Next slide. Our publishing team was founded -- next slide. The publishing team was founded little more than 5 years ago, and it's now a 60-member group that has shipped over 20 games and has dedicated audience that we can -- I can e-mail 13 million people today to tell them about new products, and that number is growing with every product. There's been a number of great titles from Gearbox Publishing. Next slide. This year, we launched Tribes of Midgard, which has been an incredible success for us. When we launched the game, we planted 40,000 trees to celebrate, which is on brand with the theme of the game where the heroes joined together to protect the Tree of Life. We also released Godfall on PlayStation 4. This follows our next-gen launch. We were the first title with Godfall to [ LockTube ] certify and to manufacture for the PlayStation 5, it only sets us [ apart ] commemorating the fact that we were literally the first game in the history of the PlayStation 5 to reach the market. And so we decided we needed to bring that successful game to customers of last Gen, and we did that. We -- lots of great awards, lots of great critical claim, lots of great success with the titles. And we are excited that we have begun a soft launch of our -- of Gearbox Publishing's first mobile title with free-to-play monetization. That's Homeworld Mobile, and it's going great. We're very excited about that. If you go to the next slide, we can see just a short-term look ahead. I mentioned the Homeworld Mobile soft launch. I mentioned Wonderlands coming. I also want to point out that we'll be launching Homeworld 3 next year. And this Homeworld 3 is the numbered sequel to one of the most beloved franchises in the video game industry. It's had a long hiatus, back if you remember the early days of THQ, THQ owned the Homeworld IP. And at the same moment that Lars and his team with their vision acquired all the THQ assets. We got one thing. We snaked Homeworld. And somehow with Gearbox joining the Embracer Group, it's almost a fulsome complete catalog there. Homeworld 3 was the highest rated game and the entire THQ catalog, and we felt great opportunity and great love for the title and we're exploiting that opportunity with Homeworld 3, which the fans are eagerly awaiting. On the publishing side, we launched -- we have Tribes of Midgard continued tail activity along with Risk of Rain 2, which has been an exceptional title for us, demonstrating Gearbox power to take an quality indie title and push it to the highest echelons of possibility through access to our AAA scale audience. I think that this games development, we're just at the beginning of it. But one of the things that excites me most is the path that I started on over a decade ago to build a Transmedia business so that our brands, our IP and our entertainment can reach anyone, not just people who play video games, but anyone. And with that, I'd like to pass it over to Mr. Sean Haran. Sean Haran is Gearbox' Chief Business Officer. And before joining Gearbox Sean Haran enjoyed time in the film business. He worked with 20th Century Fox in business development. He worked at Marvel in business development, doing some great deals with our industry, including the deal with Sony for the Spider-Man game that we all love. And then he joined Riot because he loved the games industry so much. So that we were eventually able to find Sean and now he's home, and we are killing it together, and Sean's going to tell you about our Transmedia business and other activity moving forward. Sean?
Sean Haran
attendeeThanks, Randy. I appreciate the opportunity. Randy and I were just talking about what the world looked like over a year ago, and it's amazing to be here and talking about our ambition to grow beyond just gaming. You could switch the slide, please. Our Borderlands movie in collaboration with Lionsgate and Arad Productions, is currently in post production. The Gearbox team has and continues to work closely with these partners and our amazing Director, Eli Roth to make the most authentic yet original take on our beloved franchise. What we've seen so far has gotten us extremely encouraged. But what stands out most early in this process is our amazing cast. Next slide. Our film has the most star-studded cast ever seen for a video game adoption, led by Academy of Award winner, Cate Blanchett, comedy and soon to be action star Kevin Hart, comedic genius Jack Black, Breakout Star, Ariana Greenblatt and living legend, Jamie Lee Curtis and many more. The chemistry and comradery between these actors jumps off the screen and we can't wait to share more in the future. But beyond Borderlands, we have other projects within our IP in development as well. Next slide. Duke Nukem, one of the most recognizable characters and video game history is being made into a live action film, penned by the amazing Evan Daugherty from the Snow White and the Huntsman fame as well as Divergent and Tomb Raider produced by our friends at Marla Studios will bring this bombastic character to the big screen. More to come on that, hopefully soon, Hail to the King, Baby. Next slide. Brothers in Arms, Gearbox' first original IP is being developed into a linear series, led by Scott Rosenbaum. Showrunner, writer producer of some of the most amazing shows and television history, including The Shield, Chuck and Queen of the South. Brothers in Arms is known for its authenticity, reference to history, drama and most importantly, the brotherhood between soldiers and combat. We're excited to adapt this series and the pillars of that our IP to the small screen. More to come on that as well. This is just a glimpse into one area of our expansion beyond gaming. Next slide. But all these efforts are really aligned to our mission to entertain the world. We have a proven creative engine that we want to bring to multiple platforms. Next slide. But to do so requires new skills and capabilities. We are currently investing in that foundational capabilities to be a true multi-platform entertainment company. One of our thesis is that the next great media company will be a game company. In order to do so, we form things like the Gearbox Studios and productions, but also uniquely business units like the creative business development team. Their mandate is to match ideas with opportunities across all forms of entertainment, film, television, publishing podcasts and more. Next slide. But we recognize we're not experts in all things and that requires us to seek out stong partnerships in all these different spaces. We have the means and willingness, but -- which is critical but realizing these ambitions require the right mindset. First is having a firm grasp of the foundational elements of your IP, what's important and what's not. And also being partnership-centric. Each medium requires its own space to maneuver, effectively, you can't be precious, you have to allow your IP to grow into those spaces organically in order to succeed in those spaces. And lastly, you need empower creators, we're a creative company, and we want to find other like-minded creators who are looking to work on our IP and help grow it in new and innovative ways that will both be authentic to what we've created, but expand it and excite fans anew and existing. This is a glimpse into how we approach it. But one of the core pillars in the next slide that we've been investing in heavily is our Consumer Products division. Around the launch of Borderlands 3, we set out to fuel the passion of our fans to have a true launch around that title. We wanted our gamers to walk into GameStop or whatever respective store they did at the time to buy the product, not only buy the game, but be able to experience it in a lot of different forms, be it T-shirts and toys. And I think we did a pretty exceptional job. We have consumer products and partners across all major categories. We had a dedicated e-commerce brand site, giving new and interesting content to our core gamers. We actually went out and had activations in major touchstones like Comic-Con and we had in-store placement, like I said, at retail, GameStop, Walmart, Target and more, which is extremely impressive for a gaming IP at launch, totaling almost over 40 licensees, hundreds of products that both retail and thousands more online and millions in dollars spent on retail. But we decided this is just the beginning. We built upon that foundation and established -- that we established during the launch of Borderlands 3 and continued on with Tiny Tina's Wonderlands. We've already onboarded a host of licensing partners across toys, collectibles, apparel, accessories and more. It's the strongest roster we've ever had for a new IP. And beyond Wonderlands we're also rolling out a new e-commerce site with expanded reach and better depth in content in IP. And we're exploring beyond consumer products, new innovative places for licensing and partnerships in the interactive space in location-based activities and more. We hope this glimpse into the history and our approach is both interesting as inspiring as it is for us. But we still think this is just the beginning. Randy, can you take us [ home ].
Randall Pitchford
attendeeYes, Sean, thank you. We have a lot of work to do, you guys. Gearbox, of course, is on a mission to entertain the world. And you can look at the summary slide, which points these bullets out on this mission to entertain the world. We have experience and expertise in creating and delivering value. And that's what we're going to capitalize as we're positioned and resourced for multi-platform trans-media growth. You're going to see a lot of organic growth from Gearbox, but you're also going to see some new activity the Gearbox benefits from, it's joining the Embracer Group with M&A. And this is going to fuel and drive the scalable creative engine that Gearbox has, this massive horsepower that is already cooking and ready to be unleashed. Thank you for your time. I hope you enjoy this introduction to the Gearbox Entertainment Company. I will hand it back to Lars. Thank you, Lars. Appreciate you and your team for the time here with your folks.
Lars Wingefors
executiveThanks, Randy. Thanks. So with that said, I think we have another friend within the industry that are joining here. So our friends at Newzoo, that will provide external market update. So this is not the official Embracer forecasted growth. This is what external company are estimating and there are some legal text for this you can see here. Thank you, Ian. So do we have Tom here?
Tom Wijman
attendeeYes, I'm here.
Lars Wingefors
executiveWelcome.
Tom Wijman
attendeeThank you. Thank you, Lars. Thank you Embracer for inviting me here. Indeed, I'm here to represent the independent outlook on where the games market is today and where it is going to grow in the coming 3 years. My name is Tom Wijman. I am the Head of Market Sizing and Forecasting at Newzoo. And Newzoo is the destination for games market insights. We've been in the industry since 2009. It's when we first started researching the games market and the players that play the games that we love. Right now we work with across over 500 clients across both the games industry developers, publishers, all sorts of -- also the business within industry. And recently, we also saw more brands from outside of the industry, joining or joining our company or we're partnering with our company, which to me implies how big the industry is growing and how much of a cross media entertainment industry, this has become. Now we already have 104 employees scattered across the U.S., Europe, where our main office is in Amsterdam and China. And today, I'll be presenting some numbers from our global games market report the annual report on games market that we publish. Next slide, please. So to start with, this is the games industry today in terms of consumer spending this year, across the globe people have spent USD 175.8 billion on video games, split between mobile games, PC games and console games. Mobile games actually take up more than half of the global market, 52%, and it's a $90 billion market in itself. Second biggest segment would be console with 30% or 28% of the market, representing $49.2 billion, and the remaining 20% is made up by people spending on PC games, almost $36 billion will be spent on PC games in 2021. And before I move on, I will call out here that how we approach market sizing is by looking at consumer spending on game software. So this excludes any hardware sales, peripheral sales and also, it excludes advertising, any second-hand activity. It is just direct consumer spending on video games, but it does include things like things in-app purchases, in game purchases, subscriptions, et cetera. Next slide, please. Looking at where the market is going to grow, the market is on a very healthy growth trajectory of 8.7% CAGR over the past between 2019 and 2024. And by 2024, the market will be far over $200 billion, $218.7 billion will be spent on games in 2024. And what you might have already seen on the last slide as well is that this year is actually not such a positive year in terms of growth. We expect a small decline in consumer spending this year. But if we take it over a course of over 5 years, we are on a very healthy growth trajectory. The reason why this year -- is we do not forecast growth for a market is mostly because of lasting issues from the pandemic that, of course, hit last year. So the reason why also with our previous forecast on this slide, so in the little boxes, you'll see what our April 2020. So a little over -- almost 1.5 years ago forecast for this 3 years. So even though we're now forecasting the decline, we are still above the level that we expect it to be at now in April last year. And then next slide, I will explain -- what is happening this year and why we do forecast a small decline that is largely on a piece or actually completely on the PC and console front. What happened is when the pandemic hit and over the course of the dynamic still going on today is people turned to games on [ large ] for their entertainment, to socialize, for escapism and we saw a huge spike both in player numbers and in revenue. So last year, the gaming market went through unprecedented change, growth. And some of that naturally is -- the level of growth that we saw last year is not maintainable for this year as well. And then there were some things that happened on the development side that particularly meant that PC and console will not grow this year. And that's -- actually, the first part, the disruption of the global supply chain is not only related to the pandemic. It's also related to the shortages that we see for the semiconductors that are used now in new console devices in PC components. And the disruption and the struggles in that supply chain meant that people have less access to new hardware, which means that they will be spending a bit less this year. We also saw it in the delays for game releases, as the development studios had to adjust to new working situation. And like I said earlier, there will be a short-term return, the short-level bounce back effect as people were able to go outside, enjoy the things that they were doing pre-2020, which means that we forecast a temporary dip in spending on games during that period. There are positive signs, especially for emerging technology, and I'll talk about VR a little bit at the end of this presentation, but it will be many years before those segments grow to a size where we can compare it to what's happening on mobile, PC and console. On the mobile gaming side, we still forecast some growth. This is because there was a lower impact from disruption of working as teams building mobile games are typically smaller. They have shorter development cycles. So you're less disrupted by having to work from home, having to work remotely. There's a lower effect of the bounce-back effect. I talked about because the barrier to entry for mobile gaming is lower, and it's also less affected by the supply chain crisis because new hardware plays less of a role in people's enjoyment of mobile games than it does in PC and console games. There is one point about the ongoing changes to privacy regulation in mobile gaming, specifically the change made with Apple's move to identifier for advertisers. This marketing or advertising budget is spent on mobile gaming. And as these companies, developers cannot track as accurately anymore. We do expect that there will be some impact there, but that is mostly only games monetized through advertisements. Next slide, please. Looking ahead, as I said, we're on a very healthy trajectory for growth. Even though mobile gaming is the biggest segment now, it is also the fastest-growing segment in the coming 3 years. By 2024, mobile gaming will generate 53% of consumer spend, over $100 billion already in 2023, ending up at $116.4 billion is what we forecast for 2024. That is all do with both the evolution that we see in the type of mobile games being played today, but also more people in emerging markets from Southeast Asia, Latin America, Middle East and Africa, getting access to these games and getting access to the disposable income to spend on these games. But console and PC gaming is growing as well. And I think that's the main message that I want to give here. It's that mobile gaming is not growing as a substitute to PC and console gaming, but it's growing in addition to it. And both for the console and PC segment, we're forecasting healthy growth as well, particularly for console gaming, which will be a $64 billion market in itself by 2024 and the PC gaming will still grow but at a lesser growth rate than console and mobile to be $38.4 billion in 2024. Next slide, please. So the second angle that we take at Newzoo, looking at how the games market is growing, is looking at who are these people that are playing games. And we identify a player as anyone that has placed, in this case, on any of the 3 major devices, but also includes cloud gaming services, for example, and more and more as we see the devices are less important and how people play games. All of these different ways of playing are incorporated in this 3 billion number that we see in the middle of this slide. That's, of course, a very large number but that, that is anyone that has played a game or will play a game actually because we're looking at 2021. During the 12 months of 2021, it's a very strong growth, even though there's already 3 billion people playing. It's still growing 5% compared to last year. And that is with the influence of the pandemic. Although here, I will say that the nuclear growth during those months of lockdown during that period wasn't as spectacular as some might expect. It was mostly in the levels of engagement type grew and the spending on games that grew. But still growth in the number of players as well. More than half of the world's players are located in Asia Pacific, which is not surprising if you realize that it's also houses is 53% of the world's online population. But good to know regardless. In terms of over exceeding, there's only 7% of the world's players are in North America, but combined, they spend about 1/4 of the revenue share rated in the global games markets. And the remaining, 40% are roughly split equally between Middle East, Africa and Europe, each taking 15/14% of the pie and the remaining 10% or almost 300 million players are based in Latin America, which is one of the fastest-growing segments in terms of our regions, I should say, in terms of players after the Middle East and Africa. Next slide, please. Looking how that is growing over the next years. We forecast a very similar rate of growth. We take it over the entirety of the years that we track global players. So from 2015 to 2024, that's a 5.6% CAGR, which is really impressive if you think about the fact that we're already on 3 billion players. Main drivers for this growth is necessarily people getting more interested in gaming. The main drivers really are improvements to Internet infrastructure, getting more people in more regions, can get online, can enjoy these games. It's the accessibility of smartphones and affordable mobile Internet that is really driving growth here. And as you can see on the right of this slide, 2.8 billion of 3 billion people playing in '21 are playing mobile games. Some of them as well as console and PC games, but the majority also play only mobile games. But that doesn't mean that the audience for the other 2 is any less significant, particularly in terms of spending. PC players, 1.4 billion in 2021 and console players a 0.9 billion or 860 million are playing console games in 2021. And as with revenues, all 3 of these player audiences per segment are expected forecast to grow. Next slide, please. As the last part, I wanted to look at one of the emerging technologies for reemerged technologies rather VR gaming, VR particularly got a massive boost in 2020, first from the release of Half-Life: Alyx, which was arguably the first -- well, definitely the first franchise of its size of its reputation that came to the VR space with a unique title and it did wonders for the VR industry. So what we're looking at this chart here is the amount of people, how much people have spent on VR game software from 2019 and forecast until 2024. When we look at VR game software, we look at stand-alone VR headsets that those would be like the Oculus Quest, console VR and PC better, if VR. We do not look at what you call 3 degrees of freedom headsets such as the smartphone-enabled headsets. This is truly the VR headsets that people refer to when they're talking about the VR gaming. A very healthy growth trajectory but obviously coming from a smaller base than the rest of the games industry, but still projected to double in the coming 3 years as more people get VR headsets, which makes it more attractive for developers to develop for it and then indeed, again, attracts more players to it. So by 2024, VR will also be a $2 billion market. And with that, that is the overview of the games market today, and I'll give it back to Lars. Thank you very much.
Lars Wingefors
executiveThank you so much, Tom. So let's get going. So I just want to take you through a bit of the -- our operating model and part of why we are successful. And just looking back a bit, obviously, I'm super proud of what we have achieved together. And I do still remember the days when we set the first stones of Embracer Group back in Vienna, where we were 7 people, I think. And we have grown that company or they have grown that company. I think THQ now is about 800 people, and a lot of that is organically grown, but also with a lot of addition to the family members. And obviously, the IPO 2016 fueled the growth for both more investments organically, but with all acquisitions, and we have done more than we have done 64 acquisitions since the IPO. And Johan and myself will come back to that in a minute. So why is Embracer attractive? Why are people choosing to join Embracer and I can't talk enough about this, but it's very important and it's very important to understand that as a shareholder as well because it's a highly competitive environment in gaming. It's a global business and everyone wants to be in gaming. So that's why I'm really excited and glad to see that we're having a growing brand that people see us as an ecosystem of entrepreneurs and creators within gaming and entertainment. You just heard Randy and Sean talking about Gearbox and how excited they are about the future. But the trick here is to keep each operating group's unique culture, DNA and strategy. So when I'm getting to ask the question, what came are you selling Lars? It's hard to have a short answer on that because we have a lot of different games. And it's more about getting all people together and unleash their potential within gaming and entertainment. And our decentralized approach has really empowered individuals and managers and entrepreneurs to take their daily decisions. We do offer the larger scale of the group access to capital, but there is a growing knowledge sharing across the group. And we at the central level, we do have some meet-ups and platforms for people to meet on a daily or weekly basis across the group. But even more so, when I talk to entrepreneurs, they're kind of reaching out to each other directly. That's the way it should be rather than even though I love Varmland and Sweden, but I don't think this should go through the headquarter. So people that have long-term ambition to really build a fantastic business and build their high ambitious games, that's the home. And that's why we've been able to build this. And this model has created shareholder value since the IPO. And we're trying to be quite humble in our communications, but sometimes, we -- I think we should look back a bit and look at what we have achieved since IPO, which is close to 5 years, 4.5 years ago. So the number of games developers has increased 19x, number of studios, 17x. We had organic -- strong organic growth every year. Our net sales has increased 38x compared to the -- on a trailing 12-month basis on the end of June. Our profitability measured as operational EBIT has also increased 38x. And the adjusted earnings per share has increased 14x. And I think that's important to remember to create shareholder value. Obviously, we do raise capital. We do give all these entrepreneurs shares in Embracer, but that is delivering a shareholder value. The earnings per share has increased 14x since 2016. And in order to deliver this, I'm super proud to have Johan, but as well as 27 other colleagues here in Sweden, managing the parent company. And Johan, you have been fantastic to build a large part of this team together in the past year and a lot have happened just the past year here. So functions as governance, finance, legal, the administration, the Investor Relations, the ESG, as mentioned, the data collection, meet-ups and knowledge only sharing which is partly also within the wider group, but partly at the parent company level. And obviously, very close to my heart, meeting new entrepreneurs and managing the M&A. And our culture at the parent company running the games archive now and business development, we're supporting M&A or supporting a few functions at the operating group level and branding and communication. And you can see a few pictures here of recent hires. And I'm super glad that we have a lot of people coming back to Karlstad, but we also have a small office in Stockholm now. So recently, we had Ulrika joining. The other day, we had Anna that has been running a lot of the -- or all the legal, the past years at Baker McKenzie, joining the team here at Embracer as Head of M&A Legal. Ian that you saw in the early this broadcast, the General Counsel. We have Caroline that is Vice President of M&A joining from Visma and Martin from your team.
Martin Fryvaldsky
attendeeYes. Martin heading up the onboarding team and finance development. Fantastic team.
Lars Wingefors
executiveYes. And finally, and I think there is a few interesting slides to that remain. And -- but before we go into the details here, we would like to highlight a bit of the M&A because we're getting a lot of questions from shareholders and the market, how is this M&A thing work? How do you actually do this? And I would like to take you through this process. And it's an everyday process. So this here called the scouting. But we talk a lot with our industry friends all the time, sometimes over years about potentially joining the group. But not everyone is joining, a lot of people we are doing business with as a publisher or in other ways. And again, what we're looking for is strong entrepreneurs and creators with a very long-term commitment to build something substantially larger in the future. And then if we agree with someone, there is a negotiation process. defining what kind of deal should we be doing? And kind of for me, it's important to listen to the other side, how long term are they? How much risk are you willing to take? What's their private situation? Do they need some cash? Or is it -- are they all in for taking all the Embracer and equity on the long term? And then taking that, hopefully, deal to a letter of intent basically. And that letter of intent then the whole machinery with all our internal people now and also a lot of external advisers. I think we disclosed that in November at the peak of quite hectic M&A season. We had like 150 or so people engaged during the M&A process. So obviously, for us, it's critical that we do a solid due diligence on the financial side on tech side, legal, GDPR, ESG for very sizable companies or sizable companies, we spend a lot of time on the commercial due diligence, normally using in-house teams or people and then it's all the documentation, communication and then over to your team.
Johan Ekström
executiveYes. Thank you. Yes. So obviously, with having a structured and efficient M&A process, it's also key that we have a process where we can handle the companies coming into Embracer. It's basically an integration process. We have chosen to call it onboarding process because that's more in line with what we actually do. It's a 4-phase process. We say that it takes about 12 months to go through it. And between each of the different phases, we have milestone reviews in order to see that we have done what we set out to do in that relevant process or a phase. If you talk a bit about the phases, the first phase is really centered around finance or financial reporting. The second phase is all about compliance, governance, internal control. Then the third phase is towards introducing the smarter business framework that we talked about earlier. And the last and final phase is where you really make sure that you have done what you set out to do in the prior phases. The work is done in 4 work streams, which is being headed by internal teams, but we are also working with external expertise in order to get basically more capabilities and resources when needed depending on how many companies is being onboarded.
Lars Wingefors
executiveAnd I think this is very important because I think a lot of companies forget to have a good integration process and using the knowledge from the earlier due diligence and the commercial dialogue with all the companies you are acquiring. So it's critical to keep that knowledge and bring it into the company in order to have a successful integration.
Johan Ekström
executiveAnd that's sort of where we have spent a lot of time refining the process. It's basically to front load the work. So you do a lot of the work prior to closing of the transaction. And as you said, Lars, to make sure that all the information gathered during the due diligence that, that is carried over to the onboarding team to make things efficient. Yes.
Lars Wingefors
executiveYes.
Johan Ekström
executiveIf we look a bit on the -- our allocation of funds towards M&A activity. On the right-hand side, you can see that the intensity is increasing. This last calendar year, SEK 13 billion was invested, of which SEK 6 million within bolt-on acquisitions and 7 towards new operative groups. And so far this year, a total of SEK 28 billion has been allocated. So the intensity is increasing. We can also see the effect here when the ecosystem is growing, it also shows in that there are more investments going into what we call bolt-on investments close to SEK 10 billion so far. If we look at the different business segments and how the funds are used, the vast majority is towards the business area Games segment. So 1% is towards part of publishing film. 99% is towards business area Games, Interesting also, if you look at this year is that we have ramped up the capital allocation toward mobile. So that's 26%. And then the 47% is towards publishers, studios and 26% towards studios. Of course, this drives diversification and reduces risk in our revenue streams. If you compare Embracer of 2017, we had 100% of revenues generated from one operative group. If you look at where we are now, for the first quarter this year, it's -- none of the operative groups are above 25%. So this results in a more diversified revenue stream. We have also done a deep dive that we call M&A follow-up. As you mentioned, Lars, we have 64 deals that has been completed since the IPO. And we have said that if you look at the deals that have been with Embracer for more than a year at the end of June, they can be evaluated, and that's 22 out of the 64. If you look a bit more into details for the 22, 3 of those were within part of publishing film or Koch Media and have been fully integrated to their operations. So what we have done for those 3 is that we have viewed them together with companies they were integrated in and updated, obviously, the consideration, but also the profitability that they added to the business at the time of acquisition. So on the first table here on top, we look at operating groups, operative groups and stand-alone companies. We can see that we have 6. The total day 1 enterprise value for these transactions was SEK 3.7 billion. The likely earnout for the same is SEK 4.7 billion, totaling SEK 8.4 billion. At the deal announcement, operationally EBIT amounted to SEK 1.2 billion, SEK 1.1 billion, which can be compared with the operational EBIT that they are generating on a trailing 12 months basis, June this year, excluding bolt-on acquisitions that we have made since day 1, which was SEK 1.9 billion. Looking at the studios in the lower side of this in the lower table, we have an additional 16 or 13 companies that we have looked at. And for the studio acquisitions, it's really about evaluating the products that they are working on. The immediate effect from acquiring a studio, depending on existing relationships is that you can make royalty savings. And even if there is no existing relationship with the studio, you will make CapEx savings going forward for that studio. Of course, another interesting part is that you can acquire IPs. So here, we have listed a couple of interesting IPs that were acquired in conjunction with the acquisition of the Studio itself. Then for the studios, we had an enterprise value day 1 of SEK 1 billion, a likely earn out of close to SEK 300 million and a total of SEK 1.3 billion. And we have made the evaluation on a line-by-line basis. So just looking at it from an overall performance, both the operative groups and stand-alone companies, as well as the studios that we have evaluated. They have either met or exceeded the expectations at the time of the acquisitions except for one, which is an asset deal that was made in the beginning of 2016. And that was discontinued in fiscal year '19-'20, and the accumulated loss on that was SEK 72 million.
Lars Wingefors
executiveYes. Thank you. I think this is a quite interesting slide. And we're getting a lot of questions from shareholders, okay, you made 64 acquisitions, but how is -- how many is failure or how many is not working out? And most of them are working out as planned or better. That's the truth. Again, there has been one that we lost money on, even though I really love the team, but it was mobile games. So mobile games was -- it was an investment in learnings on mobile games. What's worth pointing out here, all the developers is that if you acquire a developer or bring a developer into the family. It's a long-term commitment. And if you are a publisher, and that's how we manage most of our people and assets is basically through the publishers, and we have like 10-plus publishers with their management team and producers and they have their internal developers and external developers. The issue is that external -- if you have a successful IP and creating a successful IP, whether you own it or not, there is always a risk that you want to have the long-term output within the group basically. So obviously, securing the long-term output, it's important because you're building something together, investing a lot of time and money and creating hopefully a lot of value. So it's not really -- we talked about royalty savings CapEx saving, but this is not really the big thing. The big thing is what this studios will do in 5, 10 or 20 years, which we haven't seen yet. We have seen a few cases here, I'm happy to see that the Experiment 101, one of our first acquisitions had a successful release of Biomutant to our expectations. And Black Forest Games, for example, they -- okay, if they decided it was not runaway success, but they had a fantastic success with Distroy All Humans! last year. So it takes time. And quite a few of them here has not released really the sequel or the third game. And I think the sequels of many of the IPs here will be amazing. So hopefully, I'm standing here in 5 years or 10 years again following up this, and I can tell you a lot more. So that's worth pointing out. And let's move on to the next slide. That's the final slide. So just to conclude this presentation, I would like to update you on the strategy and how we're thinking and a bit on M&A and investments. So the strategy of empowering great entrepreneurs and the creators continues to be successful for us. We believe this is a superior operating model for building a sustainable and long-term group within the creative industry. We firmly believe in empowering great people to make their own decisions. It's the best model to drive profitable organic growth that will outpace the overall market. So the theory is, we are bringing the best talent and entrepreneurs in the industry or a lot of them together. And so why should I take over the control and decide for Randy how to make a border land? So why should I hire someone? That doesn't make sense in the creative industry. And I think it's important to understand that. And we are humbled by the interest among entrepreneurs and creators that want to join the ecosystem. Our position is independent and it's important to understand independent ecosystem within gaming and entertainment. It's critical to be successful in an increasingly competitive industry. I don't know -- to be honest, I don't know any sizable games companies that doesn't do M&A nowadays. And I don't know any banker, and I know a lot of bankers, that doesn't engage in gaming. And let's talk about the specs. So you understand the whole thing here. You need to have a brand, an operating model and an idea why you should be successful because just giving the most cash day 1 will not be a sustainable way of succeeding in this industry. Also highlighting, our strategy is to be a partner to the industry and work together with leading companies, brands and platforms. We have no intention to build our own exclusive end consumer platform. Talking about M&A. The current M&A prospects continues to look favorable. And normally I always say that. But to be honest, I've never been as busy as I am today, and I know the same goes for my teams. We believe even more that it's important to continue expanding and investing in the ecosystem that attracts and retains and create synergies and that enables great people to realize their high ambitions. The group has successfully -- Well, the group has successful businesses within transmedia and services to gaming industry. You just heard, Randy and Sean here. And in order to create an even stronger ecosystem, the Board have updated the strategy to also include IP-driven transmedia, technologies and services that complement our core gaming business. This could be partnerships, joint ventures, investments or full acquisitions. So stay tuned. So with that said, I would like to leave over to Martin.
Martin Arnell
analystOkay. Thank you, Lars, and Johan. I think we should start this Q&A session just by asking if there's any questions from the physical audience. Yes?
Unknown Analyst
analystCan I have a microphone or...
Martin Arnell
analystAnd then I will repeat your question, so the audience can hear.
Unknown Analyst
analystI guess, the current business mode doesn't include dividends. Can you elaborate on that in the longer term?
Martin De Ronde
executiveOkay. The question from the audience was the current model don't include dividends, but how do you elaborate on that in the longer term?
Lars Wingefors
executiveLook first of all, I'd like to say that all successful companies needs to generate, over time, cash flow and the free cash flow. But we deem that it's better -- wise, it's more wisely to reinvest the cash flow we currently generate into the business because that will drive more shareholder value. And on top of that, we are raising more capital or we have been raising more capital, over SEK 20 billion, the past years to further acquire and invest into the business. So it wouldn't make sense currently to start paying a dividend. However, I would like to state that before we went public. I was running a lot of private companies, and I always was kind of living out of the dividends of the companies. So I have nothing against dividends as such. But I think that will be the day that when we run out of ideas, how to allocate that capital wisely into the business, and that might take a few years.
Martin Arnell
analystAnyone else that wants to ask a question? Okay. Thank you. I will continue then. I'll start off with a very high-level question on the fiscal year. What are you most proud of when you look back?
Lars Wingefors
executiveWow. Problem. Well, I think I'm proud of, obviously, all my teams and what we were able to achieve. I think we increased quality of our games. We had a number of successful releases. We generated a strong cash flow. We added almost close to 20% new headcount. So a lot of new fantastic people joined the group. And for shareholders, we delivered increased earnings adjusted to share.
Martin Arnell
analystOkay. And it's a lot -- seems to be a lot about M&A and organic growth, of course. And you have a lot of onboarding to do going forward as well. And how is that integration going for you at the moment?
Johan Ekström
executiveYes. So there is -- we are busy, obviously, but it's going really well. And I think one of the things that I'm proud of for the year is the -- I think the refinement and the development we have done on our onboarding process. And I think we are also really figuring out how to best apply it. And with the latest additions post this fiscal year, I mean, Gearbox and Easybrain, also Aspire, it's been -- the first phase of the onboarding has gone really, really well. So -- but we're still busy and are open for more.
Lars Wingefors
executiveOpen for more.
Martin Arnell
analystWhen you show that M&A slide with profit growth for -- from the old acquisitions, how much of that growth do you think is sort of explained by them being part of the ecosystem?
Lars Wingefors
executiveWell, I think it's driven by -- mainly driven by their high ambition to further grow their business. I think when they've been -- one of the biggest, early thing to do is you agree on a plan for the future together. And that is unlocking a lot of ambition and potential. And because we are that financially diverse, we could take more business risk for individual titles. So the companies I could see they are hiring more people, they're making more games and greater games and basically running as much as they would like to or can. To be fair, there has obviously been a bit of synergies, tangible synergies in terms of distribution and marketing. But you have not seen anything yet, what I think will come out from this ecosystem in the coming decades. I know there is tons of things ongoing and discussions ongoing. But to be a realist here, it takes years to make a game, just making a great game together take a number of years. And to get people to know each other and trust each other and all these human things, takes time. So I'm super excited for the future and how we could deliver further value on these synergies. So mainly driven by their own efforts, I would say, with a bit on top of that. But I think we have a business principle of unlocking a lot of potential, and that has been driving a lot of that growth you saw here.
Martin Arnell
analystAnd when looking at -- I noticed in the Gearbox presentation, they were expanding with a new office in Montreal, adding more than 200 people. How many those kind of projects are out there in your existing businesses across the globe?
Lars Wingefors
executiveDid you mean expanding...
Martin Arnell
analystExpanding of existing businesses.
Lars Wingefors
executiveLet's talk Montreal. While Gearbox's efforts might be the -- in head count is the biggest we have in Montreal, but I think we have like 5 or 6 studios now setting up or have established already in Montreal alone. So there is a lot of efforts to grow organically across the group. And there's a lot of really big games or nice games and great games coming out. Obviously, there is -- I was excited to see the new Star Wars announcement from Aspire last week, and I think it's a perfect example of a great game we have in the pipeline. But that's why I feel comfortable about that we could outpace the industry organically by just executing on this strategy and doing -- releasing all these games in the future.
Martin Arnell
analystSo you're not spooked that you saw market growth number of up to 10% going forward if you look organically? Or...
Lars Wingefors
executiveNo. Now well, we are in the whole game industry more or less now, including mobile. But I think we all know that last year was a year of pandemic. This year doesn't really have any growth. It's stable here on last year's numbers. I've been saying that all year long now almost. And -- but myself, including the industry, are expecting growth in the coming years. And I think it was great that the news could give some details on that. Even though mobile is growing faster, console and PC are growing by dollars. And we are a small player. We are 1% of this. So I think we could grow significantly more in each category by us delivering great games.
Martin Arnell
analystAnd maybe could you elaborate a little bit more on the strategy update with the transmedia potential? And how does that increase target market audience Or...
Lars Wingefors
executiveNo, I think -- well, you heard Gearbox explaining how they are working on transmedia and how that could -- how it's merging together and how that is building their brand. And I think IPs travels across all kind of entertainment today, gaming, film, books, board games, comics, mobile games. And it makes merchandise -- and it makes sense to exploit and to grow IPs on all those medias. And the operating model for us has been to have leading companies and entrepreneurs in each category -- in order to drive a business, you need to have leading talent to be successful. And I don't believe those efforts should be driven out from Karlstad in order to be successful. So that's why we stated today that we are open to allocate capital to investments, partnerships and/or potential acquisitions. Well, we already have transmedia, so -- but I would say, I think it was worthwhile pointing out today, IP-driven transmedia, technologies that makes sense for gaming and services, and we already have a lot of services like QA companies and so on. And last year, we acquired -- financially, it was a very small transaction, acquiring a PR firm in New York. But they delivered enormous value to us by accessing things that we couldn't. So I think it doesn't make sense. It does make sense.
Martin Arnell
analystAnd on your new game development and the pipeline going forward, I guess you're excited, there's a lot of things coming and there's several big projects at the end of the year. Can you say anything on how the pipeline is progressing? What's your insights there?
Lars Wingefors
executiveThe overall pipeline, I know my teams are adding new projects quite often because sometimes, if they are very, very sizable, we need to sign them off. But -- and a lot of things are happening. I know our friends in Vienna, having a THQ Nordic anniversary, for example, broadcast tomorrow. I think I'm a bit excited for that one. And so there's a lot of things happening. And the way for us to communicate and to put numbers to the market is basically at the quarterly reporting, where we have an internal process, how we collect data, talk to teams and then we put the number of projects and financial numbers to the market. And well, in November, we have a new report.
Martin Arnell
analystOkay. And what about if you look a few years ahead, I mean the vision for games development in a couple of years from now, how do you think it will change from where it is today?
Lars Wingefors
executiveThere is a lot of big growth -- underlying growth that even more people playing games will drive a lot of kind of games we are developing technology, also driving lot and the hardware streaming. So when you have so many things, it's really hard to give a very short answer on that. Next time, we have Randy on stage, we can ask him for a good question or an answer or not.
Martin Arnell
analystOkay. And you had organic growth of 70% in the games area last year, and that was on a 20% organic headcount increase, I think. Are you able to sort of give some kind of indication on headcount for the current year where you expect it to end up?
Lars Wingefors
executiveWell, I expect it to grow. You just heard Gearbox, they are growing -- I would say all groups are growing, but it's hard to give a firm number on that you need to realize that we are adding new talents and mainly games developers to the group, but it then takes them a number of years until they deliver a game normally. So those organic investments, there is at least in premium quite significant delay until you see revenues coming in.
Martin Arnell
analystAnd you have increased your exposure to mobile as late. And while looking at Easybrain company, for example, it looks to be performing really strong in this relatively challenging market conditions right now. Why is that you just explain why you think they are outperforming?
Lars Wingefors
executiveWell, talking Easybrain is, first of all, it's as a company. It open my eyes, and one of the smartest teams I've ever met, super data-driven, process-driven AMB-driven. So they having underlying growth. I think they're having a superior model how they could repeatingly create new games successfully in a very competitive market. And if you look at their games, they are top ranked. So they bring out more products and they are able to grow their existing games. So they have underlying growth in that. They was not that affected on the IDFA that some other company that's more driven on like a Vail consumer spending a lot in-app purchase. So I think that benefited their debt comparison. And no, I'm super excited to have Easybrain on board, and they have a substantial business plan in the coming years on how they will grow.
Martin Arnell
analystAnd what's your view on that, still increasing uncertainty in mobile games advertising market with IDFA and the changes in Facebook, et cetera? I know you mentioned that you didn't see -- you saw improvements when you report the numbers, but...
Lars Wingefors
executiveYes. They've been able to start scaling again, investing into user acquisition. They found ways how to do that in a smart way. So I think I have a -- it's hard to give a lot more color than I gave on the reporting on this, but I just spoke to Oleg yesterday and he's confirmed what I stated in the report.
Martin Arnell
analystOkay. And your acquisition pipeline, you -- I guess you're looking at both bolt-ons and transformative acquisitions. What could a transformative acquisition be? I mean...
Lars Wingefors
executiveIn terms of?
Martin Arnell
analystWhat is that -- what does that mean to you, transformative...
Lars Wingefors
executiveCould be transformative financially, that is significantly changes in financial numbers and output or could be a transformative, enabling more things or a combination of them. So luckily, there is a good number of fantastic companies out there with some amazing management teams and entrepreneurs. So let's see.
Martin Arnell
analystAre you tempted to continue to hunt in the mobile area now when you have had Easybrain onboarding and...
Lars Wingefors
executiveNo, I got excited on mobile. On the financial side, it's nice because it's quite stable and growing, and you don't have the same business risk as you have in AAA, so to say. And I'm also happy to see that there is a lot of fantastic entrepreneurs and game creators that just are driven by creating amazing experiences on mobile. And so -- and luckily, there is an enormous market. We are a true underdog and a very small player yet in that market. And I can't wait to bring more talent to work.
Martin Arnell
analystAnd when you're in discussions with entrepreneurs and founders, what do you think is your main competitive edge in those discussions? I guess there's more companies out there that wants to keep their entrepreneur freedom.
Lars Wingefors
executiveI think is the overall Embracer model, that's -- it works well on mobile. So I'm happy to see that. It doesn't work for all companies. And I think we have been stepping away or turning down more companies than we are used to because of they have a lot of more financial owners that want to exit and cash in, and it doesn't really fit our model as well. And there is also more financial players in that market, driving things what we want to see like long-term commitment and to be really part of the embracer, that's the company we would like. And it doesn't fit everyone, but it will be more than enough of opportunities for us there.
Martin Arnell
analystAnd how do you see on the synergies? What's the most important for you in terms of potential synergies when you do acquisitions?
Lars Wingefors
executiveOh, on the mobile side, I know there is tons of synergies and just looking at CrazyLabs that we just recently announced the acquisition of they have an enormous expertise in to publish and market both casual games as well as hyper-casual games, and they also have a lot of ad-driven revenues. So there is a lot of synergies with Easybrain, for example, or lots of synergies, but there is a lot of reasons how to connect. So I'm happy to see people are connecting and working out what makes sense for them. But it's important to say it's not ideal sit in organized meetings all day long. I think everyone wants that -- want to find the synergies. They want to see if in spending 2 hours here, I want to have more than 2 hours back in a way. And it's critical that you are efficient in this synergy work and discussions. So -- and that's why it's it should be on a free wheel basis. So...
Martin Arnell
analystAnd on -- if you look at the global market for gaming right now, there's a lot of discussion on what's happening in the Far East where the governments are imposing restrictions. Does that have any read to your company? Or how do you look upon that?
Lars Wingefors
executiveI feel it's unfortunate for all Chinese kids that can't have enough games. But we don't really have any business in China as selling games to the Chinese market. Historically, we've been having a few premium games releasing with partners, but it's quite a small business. We'd love to release more games, and I'm sure we will in the future, but we have not been focusing on China. There are other fantastic companies that have a very strong position there. And I think the opportunity -- what I can see potential is in China or in the Far East is development. They're becoming increasingly talented of doing a similar style of products as we're doing in the West, and I can't wait to see if we could find talent, how to develop games for the global market out of China.
Martin Arnell
analystAnd you mentioned that competition is probably expected to increase further, it has increased for many, many years. How do you think the competitive landscape will develop going forward?
Lars Wingefors
executiveWell, I stated everyone wants to be in gaming and everyone is in gaming. So I'm sure it will increase. And that's why it's important that we continue our journey in investing to the ecosystem. So we are attractive. It's critical. And the market is changing. There is always new business models, companies, games coming up. We don't have to be everywhere. We have a stable business, but the way I like to see things is if there is something new coming up, try to find a leading team in that area and then to bring that expertise on board, like in VR, for example. And now we started the VR journey actually at the annual report last year, and now we are 1 of the leading players on were games development in Europe.
Martin Arnell
analystAnd maybe a question to you, Johan. The IFRS project, how is that progressing? And what should we expect next year?
Johan Ekström
executiveYes. So it's progressing really well, I would say. And it's -- obviously, it's a big group, a lot of companies. So there's a lot of work involved with it. What we have said is that we -- at our next quarterly report, we'll announce when we release our first report according to IFRS.
Martin Arnell
analystAnd the shift to -- and the list change, can we ask about that as well?
Johan Ekström
executiveYes. Obviously, we haven't communicated -- the time line we have communicated, was -- and I think -- what was it? 18 to 36 months from February '21. So that's the time frame.
Martin Arnell
analystOkay. You're reiterating that, okay?
Johan Ekström
executiveYes. But the -- I mean we are making progress. So full speed ahead on that. Of course, IFRS conversion is probably the most time consuming part of the regulated listing change.
Martin Arnell
analystAnd you have sustainability reporting now. And what would you say on a high level is the most important opportunities and challenges when it comes to sustainability and ESG for a gaming company like you?
Johan Ekström
executiveI think -- I mean as described now in the presentation, I think it's key to realize that we are that sustainability work in ESG is a journey. So it will never be complete or finished. We always need to improve. And I think it feels good that we, during this year, have made this risk and materiality analysis where you go out and you speak to the different stakeholders and ask about their priorities, which really forms the baseline of the 5 focus areas that we listed earlier. And they are especially within the governance part of ESG and the social aspect of ESG. And I think looking at how we prioritized last year, we looked at the business sans pillar, which incorporates governance. I think we have made a lot of progress there. And then also, it feels good to see that we, for this current year, are focusing in on great people, which...
Lars Wingefors
executiveI think it's worth highlighting that for me, it was eye opening to do this first global survey of all employees answering a good number of questions. And it's super important tool for us to understand how all our thousands of employees feel and how their workplaces is and how their local management is. And even though we had, I would say, very positive general outcome, there is a color of green and orange and there is always -- you can always, including myself, approve. And it's a super important tool how to follow up with offices and companies and groups. So I think that is really a significant tool for us, how to understand. And I think we need to be humbled. We have 8,500 people engaged. The -- This is a journey that needs to continue every day.
Martin Arnell
analystI think we have some questions externally as well. I would like to ask you. And one of them is, how is the trend of digital sales versus retail sales for video games?
Lars Wingefors
executiveWell, obviously, the trend is digital, that's the growth. But if we look back the past years, the number of dollars of physical sales has been stable or actually been growing a bit. So looking ahead, we see a stable market also on the physical side for video games in terms of dollars, driven by a stable demand from consumers on PlayStation 5 and Nintendo primarily. And I think at least personally, I love these collection editions and physical additions. And if you are a hard core either collector or a gamer, you love to have sometimes on the shelf. So -- or you give it as a gift, and there is many reasons why a physical product exists. And it's a business that is also relevant service, and it's part of our legacy. So we will continue operating that and if needed, invest into that. But as Johan was stating, just 1% of our capital allocation went into that part and publishing segment.
Martin Arnell
analystAnd the other question I had, I have is, I read, can you comment on the units sold for the largest titles, Biomutant and SnowRunner in particular?
Lars Wingefors
executiveNo, I'm sorry. I think that should be communicated if at all, from the publishers or at our quarterly reporting. But -- so I think that's the color I want to give.
Martin Arnell
analystFair enough. Okay. I don't know if we have time for that many questions, we're running out of time.
Lars Wingefors
executiveWell, we are half an hour late here. So...
Martin Arnell
analystMaybe it's time to wrap up. But I have a final question for you. And I remember that you have said that one of the key challenges for you is limited time and resources when exploring new opportunities out there. And what can you do to mitigate that?
Lars Wingefors
executiveImprove as a person how to manage and allocate your time. It's very difficult. We're adding new team members, and adding fantastic people is the way to go. The problem is you need to have the time to talk to them and all that. There is always a balance. I think we're taking notable steps in the past years. And now we have some new fantastic people on board and including all the amazing management teams across the group. So I don't think the group is depending on myself or Johan. We are just talking to you here, but the daily work is done by others. And -- but it busy times, busy times. You need to -- I remember the days where you could have a lunch with friends and so on.
Martin Arnell
analystAnd just final, very briefly. What do you think will be the main focus areas when you stand here 1 year from now?
Lars Wingefors
executiveNo. I think we're taking notable steps every year. And I have high ambitions how we are transforming this into something sustainable and amazing capabilities to create value within gaming and entertainment. So Stay tuned.
Martin Arnell
analystOkay. Thanks, Lars and Johan. I think it's time to wrap up there and continue the AGM agenda.
Lars Wingefors
executiveThank you, Martin.
Johan Ekström
executiveThank you.
Kicki Wallje-Lund
executiveOkay. We are now moving from the exciting M&A strategies, ecosystems, transmedia into the next year. We're talking about accounting documents. And I thought about something when I listened to Randy, Ian, he was saying that what he's doing is giving him happiness and joy. But I would argue that what we are doing here is giving us happiness and joy. Isn't it?
Randall Pitchford
attendeeSure.
Kicki Wallje-Lund
executiveI hope it will give you that as well, and that you have some energy left now for this formal part, that is the final part, of the meeting today. So we have actually come to the item #8. And that is a presentation of the annual report and the auditor's report and the group annual report and the group auditors report. And the annual report for the financial year 2021 has been published on the -- on our website on the 25th of August, and it has also been available at our office, and it's always -- also been available here today. And before we have Johan, do we have any questions from the shareholders regarding the annual report? No. No questions. So then I would like to ask our main responsible auditor, Johan Eklund, EY, to present the auditor's report.
Johan Eklund
attendeeThank you, Kicki. Well, as Kicki said, my name is Johan Eklund, and I'm mainly responsible auditor at EY for the Embracer Group auditing engagement. And I will first say that also from an audit perspective, Embracer Group is a very interesting company. As you know, all these acquisitions and so on, it makes -- come up really important and interesting questions during the audit procedures. First, I will give you a short brief of the performed audit and then I will conclude around the more former parts and our recognitions to this AGM, which has been delivered through the former audit report attached to the annual report, already given. Well, we have performed the audit of MRS Group according to ISA and also according to Swedish additional audit procedures. Of course, this means that we have produced today or performed audit through risk [ mentality ] aspects. And this group audit has been coordinated through our primary team. establishing Costa. And we have, from the primate team, given instructions to the different audit teams around the world which handling all the group companies. This means that we give them instructions, and they report back to us. And then in addition to that, we communicate to them and have a lot of meetings. We have meetings, of course, with the management at group level, but we have also meetings -- in this digital world, it's easy to have meetings. We have meetings together with both our audit colleagues at the different group companies. But we also have this in these meetings to also include the management of the group companies also. In addition to this, we have this communication on a group level, as I said, with the group management, but we have also communication with the newly established Audit Committee, which was new this year. We have both former meetings, but if any questions arise during the processes, we, of course, handle them also. And also, according to this, we have the formal reporting to the Board at separate Board meetings, which we then join. And as Johan and Lars as presented earlier, when you saw the summarizing figures from last year, you can see there are some -- of course, some areas which we focus on and the quite natural areas, I would say, it's about mainly connected with the acquisitions and the PPAs. And then, of course, normal procedures as revenue and provisions and so on is important in our own procedures. Intangible assets, which stands for nearly 48% of the balance sheet on the asset side, have, of course, also a lot of interest us, and we put a lot of energy on. And as Johan also showed by year-end, the Embrace had quite a large bank position in the balance sheet stands for nearly 42% of the asset side. I would say that the order procedures we do related to these focus areas is, for example, for example, it includes testing of details. We evaluate and discuss around accounting principles. For example, depreciation, amortization. Revenue recognition is important also. And then, of course, internal control and verification of supporting documents is also important to tax scan them. So I think I'll stop there, and then we jump into the more formal parts of this. And as I said, based on the performed audit procedures, we have issued our formal report, and you have seen that. It's connected with the annual report. I think it's Page 131 or something like that in the annual report. And I will not read through all these pages, but it's some takeaways and our recommendations for this AGM to handle is the first that we recommend that the general meeting adopts the income statement and balance sheet for both the group and the parent company. And then second, we recommended that the general meeting appropriate offered in accordance with the suggested proposal, and also that the member of the Board and the Managing Director shall be dislodged from liability for the financial year. So, Kicki. I have talked it through a little bit according to the timetable.
Kicki Wallje-Lund
executiveThank you, Johan. Great. Thank you very much. Okay. As we just heard from the auditor, he endorse that the Annual General Meeting approves the present income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. Can the Annual General Meeting approve the presented income statement and balance sheet?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveThank you. The Board of Directors' proposal regarding the allocation of the company's results is included in the annual report and has been included in the notice for the meeting as well. The Board proposed that no dividend shall be paid for the financial year 2021. And the Board proposed that the funds available to the Annual General Meeting of approximately SEK 25.7 billion shall be carried forward. Does anyone want to comment on the Board's proposal? As we recently heard, the auditor endorsed that the Annual General Meeting resolves to allocate the company's profits in accordance with the Board's proposal. Can the Annual General Meeting resolve that approved results is allocated in accordance with the Board's proposal, which was also endorsed by the auditor?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveThank you. We have also previously heard that the auditor endorses discharge from liability. I would also like to inform that the Annual General Meeting that the Board members and the Managing Director may not participate in the resolutions concerning each of themselves. Can the Annual General Meeting in accordance with the auditor's endorsement approve discharge from liability to the directors of the Board and the Managing Director for the past financial year?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveThank you. Can we also note that the resolution is fully in agreement from the stakeholders who cast their votes?
Unknown Executive
executiveYes.
Kicki Wallje-Lund
executiveYes, loud and clear. Thank you. We will then note that the directors of the Board and the Managing Director did not participate in the resolution as far as they were concerned. Now we have come to the determination of the number of Board directors and auditors fees to the Board of Directors and the auditors and the election of the Board of Directors and auditors. Now the proposals have been available since 18th of August on our website and also in the notice and also available here today. So I will ask Ian, if you could present the proposal from the Board for all these items, and then we will vote on them separately one by one.
Ian Gulam
attendeeYes. The proposals regarding appointment of directors and remuneration to the same have been submitted by Lars Wingefors and Erik Stenberg through controlled companies. They jointly represent approximately 26.8% of the shares and 46% of the votes in the company. It's proposed that the Board of Directors shall consists of 7 directors and no deputies, and that the number of auditors should be 1 registered audit firm. It's further proposed that the remuneration to the Board of Directors. Board of Directors should be, in total, SEK 4 million compared to SEK 1.5 million the previous year or SEK 1.55 million -- SEK 1,550,000 previous year, which then is an increase from the previous year. The main reason for the increase of the remuneration, which has also been explained in the notice, is of the company's increased operations, greater workload for the Board of Directors. And with an increased number of board meetings and also to have a remuneration that is at a level that secures a competitive compensation to be able to attract and retain the right competence. Furthermore, the rate increase is for increase also the addition of our Remuneration and Audit Committee, which has increased the workload for the Board of Directors. To summarize, the proposal here, it means that SEK 450,000 is proposed to each of the non-employed directors of the Board, SEK 1.2 million is proposed to be paid to the share of the Board, and then SEK 125,000 is proposed to be paid to each member of the Audit Committee. SEK 250,000 to the Chair of the Audit Committee. And then for the members of the Remuneration Committee, SEK 75,000 is the proposal to be paid. And for the share of the remuneration committee, we have an amount of SEK 150,000. We have also an additional point here regarding the remuneration, which is for a retroactive compensation relating to installation of Audit and Remuneration Committee since they were established in February this year, the Board has been working and had meetings as in these 2 committees. And for this reason, there is a proposal to pay out some retroactive compensation for this period. The total retroactive compensation amounts to -- let me see, disappeared here, sorry, to SEK 532,000, and is divided to -- for the share of the Audit Committee, it's SEK 166,000. For each member of the word committee, it's SEK 83,000. And for the share of the Remuneration Committee, we have SEK 100,000. And for each member of the Remuneration Committee, we have SEK 50,000. So that's then the total remuneration that is proposed for the Directors of the Board. And we have also a proposal for the remuneration to the auditor, which is to be -- that the remuneration shall be paid in accordance with an approved invoice. And then over to the proposal for election to the Board. We have a proposal to reelect all board members, which I've heard today, which then are David Garner, Ulf Hjalmarsson, Jacob Jonmyren, Matthew Karch, Erik Stenberg, Kicki Wallje-Lund and Lars Wingefors. It's also proposed to reelect Kicki Wallje-Lund as Chair of the Board. And as for the auditor, we have a proposal to reelect EY, and EY has informed us that Johan Eklund, who just spoke here, will continue as the main responsible auditor.
Kicki Wallje-Lund
executiveOkay. Thank you, Ian. Do we have any questions regarding the proposals? No questions. Okay. So now we have then come to the determination of the number of directors and auditors. And according to the company's Articles of Association, the Board of Directors shall consist of a minimum of free and a maximum of 10 directors. And the Board currently consists of 7 directors without any deputies. And as we have shared, the proposal is that the Board shall consist of 7 directors without any deputies for the period until the next Annual General Meeting and that the number of auditors shall be on registered audit firm. Are there any other proposals? No. Can the meeting resolve in accordance with the proposal?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. And now we have come to Item 11 on the agenda, and that is the determination of the fees for the Board of Directors and the auditors. And the presented proposal is that the fees shall be paid as follows. Now I'm going to repeat what Ian just presented. It will be -- just so that we will have no misunderstanding. It will be SEK 450,000 to each nonemployee director, SEK 1.2 million to the share of the Board, SEK 125,000 for members of the Audit Committee and SEK 250,000 to the share of the Audit Committee. And then we will have SEK 75,000 for members of the Remuneration Committee and SEK 150,000 for the share of the Remuneration Committee. And then the through active compensation, as Ian talked about, to be paid as follows. Share of the Audit Committee, SEK 166,000. Members of the Audit Committee, SEK 83,000. Share of the Remuneration Committee, SEK 100,000. And members of the Remuneration Committee, SEK 50,000, and that the remuneration for the auditor shall be paid in accordance to approved invoice. Are there any more proposals? No. Can the meeting then resolve in accordance with the proposal?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. Prior to today's general meeting, I and the other directors have announced that we are available for reelection as directors. And as we previously heard, it has been proposed to reelect David Garner, Ulf Hjalmarsson, Jacob Jonmyren, Matthew Karch, Erik Stenberg, myself, Kicki Wallje-Lund and Lars Wingefors. And also reelection of me as Chairman of the Board of Directors. And we also have been proposed to reelect the registered audit firm, EY, for the period until end of next Annual General Meeting. And Ernst & Young has also announced its appointments of Johan Eklund as continuing our main responsible auditor. Are there any more proposals? Now in the public limited liability company, the Chairman of the General Meeting must before the Board is held to provide information to the General Meeting about which assignments the person to whom the election applies holds in other companies. Now just to speed up a little bit. I would like to refer to the information about the directors that you have seen in the annual report. And will -- any other questions around that? No. So can the meeting resolve in accordance with the proposal?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. And so are there fortified that until the end of the next Annual General Meeting, the following persons have been elected as Board of Directors: David Garner, Ulf Hjalmarsson, Jacob Jonmyren, Matthew Karch, Erik Stenberg, myself, Kicki Wallje-Lund and Lars Wingefors. And I have also been reelected as the Chairman of the Board of Directors, and EY have been elected as auditor. #13 on the agenda. Now the Board of Directors have proposed that the Annual General Meeting shall resolve to amend the company's Articles of Association regarding the limits of share capital and number of shares, where the latest to enable the proposed share split that will come in the next item. It is also proposed to include the possibility to use postal voting and collect proxies for general meetings. Now the proposal has been included in the notice for the meeting and has been available on our website prior to this meeting, and it has also been distributed here today. I, therefore, do not intend to go through this in detail. It should also be noted that the share split is conditional upon the amendment of the articles of association. Are they -- do we have any questions regarding this proposal? No? Can the meeting then resolve in accordance with the proposal regarding amendments of the Articles of Association?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. Can we know that the resolution is fully in agreement?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. Number 14. It's about the resolution regarding share split. The Board of Directors has proposed that the Annual General Meeting shall resolve to increase the number of shares in the company through a share split. Whereby 1 outstanding share, regardless of share class, is divided into 2 new shares. This proposal has also been included in the notice and been available on our website prior to the meeting, and you have also seen it here today. So therefore, I do not intend to go through this either in detail. It can be noted that the total number of shares in the company will through the share split increase from -- check if I say the right numbers now here, 507,474,915. Is it correct? Okay. And two, 10,14,949,830 shares. The proposal will lead to quota value of approximately...
Ian Gulam
attendee0.001.
Kicki Wallje-Lund
executive0.001. The Board of Directors Yes, the Board of Directors has also proposed to be authorized to decide the record date for the share split in connection with the determination of the record date for the share split again will announce further information regarding the share split, including the record date, which is estimated to occur during September 2021. Do we have any questions regarding this proposal? No questions about what the pizza cost in Varmland? I guess you have heard that before that Lars is saying that shares should not cost more than a pizza in Varmland. Can the Annual General Meeting then resolve in accordance with the proposal to increase the number of shares through the share split?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. The Board of Directors has proposed that the Annual General Meeting result on authorization for the Board of Directors to issue shares, convertibles and/or warrants. The proposal has the proposal has as well been included in the notice and on our website and you have seen here today. So therefore, I don't intend to go through that in detail either. It can be noted that the authorization may comprise a maximum of 10% of the total number of shares in the company per day when the authorization is first used, i.e., based on the number of shares today, it's about 101 million B shares.
Ian Gulam
attendeeFollowing the share split.
Kicki Wallje-Lund
executiveYes. Thank you Are there any questions regarding the proposal? Can the Annual General Meeting then resolve in an accordance with the proposal to authorize the Board of Directors to resolve on issuance of shares, convertibles and/or warrants?
Ian Gulam
attendeeYes.
Kicki Wallje-Lund
executiveThank you. Considering the votes, Ian, provided in advance, can we note that the resolution is passed with sufficient majority of 2/3 of the votes cast present at the meeting?
Ian Gulam
attendeeYes. We had 2 shares present here today that are order against. So it's an overwhelming majority.
Kicki Wallje-Lund
executive2 shares. Okay. Now we come to #16 on the agenda, and that is closing of the meeting. And as no other questions have been reported, I hereby declare the meeting closed and wish to thank you the President shareholders and others who have participated in this meeting. And I welcome you back next year, and I hope that we will be able to have a physical meeting with all our shareholders next year in Kolsta. Thank you very much.
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