Jan Welter Timkrans reclaims the throne of the universe!

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_________________________________________________ UPDATE 30 Sep 2011 01:15: David Simmonds new MindArk CEO! Welcome to the throne David! Original document: http://www.entropiaplanets.com/wiki/File:MindArk_Governance_Changes_Simmonds_CEO_Timkrans_COB.pdf Leave David a welcome message: David|Mindark Read an interview with David Simmonds in EntropiaTimes September 2010. _________________________________________________

Jan Welter Timkrans reclaims the throne of the universe!​

In the latest chapter of what seems to be an epic battle, long-term MindArk CEO and biggest shareholder Jan Welter Timkrans probably has reclaimed his position - at least he is chairing the board of directors. It seems to be a battle between Welter Timkrans, the visionary and co-founder of Entropia Universe on one side and a block consisting of several large scale investors on the other side.​

Let's take a look at the big picture as far as it was revealed.​

Jan Welter Timkrans - 15+ years of Entropia Universe​

Jan Welter Timkrans has been at the top of the project since the early beginnings in 1995 when he led a group of engineers to initialise the concept design of Entropia Universe. During the term of him leading MindArk Project Entropia went Gold, was renamed to Entropia Universe, sold virtual properties for 100 thousands of USD, switched to CryEngine2, introduced planets, launched space.​

Following the migration to CryEngine2 in 2009 and under the influence of the world economy crisis MindArk's financial figures leaned towards an all-time low. The recent fail of the deal with SEE Virtual Worlds to sell Planet Calypso/FPC which was supposed to rake in 6 Million USD probably didn't help the situation either.​

Incident at the Annual General Meeting on the 1st of June​

On the Annual General Meeting, Jan Welter Timkrans himself held 44,91% of the shares and represented Carnegie Investment AB holding 5,74% of the shares. As a result JWT's vote should have accounted for 50,65%, thus representing the absolute majority.​

However, after a discussion at the beginning of the meeting the participants decided not to allow the right to vote for the shares of Carnegie Investment AB , on the ground that Carnegie Investment AB had not registered properly for the meeting. This decision left Jan Welter Timkrans with only 47.65% shares of the vote.​

In the course of the meeting it turned out that two blocks were opposing one other: One consisting of Jan Welter Timkrans and the other primarily of the Bothen family and affiliates of the Bridge Investment Group accumulating the majority of votes.​

As one result of these proportions Jan Welter Timkrans lost the election for Chairman of the Board of Directors against Fred Rosenthal, affiliated with the Bridge Investment Group, with a distribution of 52.35% of the votes going to Fred Rosenthal and leaving 47.65% for Jan Welter.​

For more details please refer to the minutes of the Annual General Meeting: Annual General Meeting 2011​

Johan Andinsson replaces Jan Welter Timkrans as CEO of MindArk​

The feud showing up in the Annual General Meeting had another climax in an incident hard to foresee or even imagine. On September 5th, then MindArk Chairman of the Board of Directors and Bridge affiliate Fred Rosenthal issued a press release stating that MindArk CEO Jan Welter Timkrans has been replaced with Johan Andinsson, effective September 1st 2011.​

The press release quotes Fred Rosenthal saying: "In hiring Johan Andinsson, the company now has the skills necessary for the consolidation of operations with the objective to create growth and sustainable profitability", which implies that the Board believes Jan Welter Timkrans does not have those necessary skills.​

A comment by Jan Welter Timkrans' son and MindArk/Planet Calypso Game Designer Kim Welter also suggested that this has not been a friendly takeover: "What transpired over the last week or so is still very difficult for me to handle and I did consider resigning on the spot."​

The original press release: Johan Andinsson takes over as new CEO of MindArk​

Extraordinary General Meeting of MindArk on 19th of September​

The same day the new CEO was announced, MindArk also announced an Extraordinary General Meeting for the 19th of September. The major item on the agenda was item # 7: Election of Directors and Chairman, proposed by Jan Welter Timkrans.​

Shortly after the meeting, rumors started floating around suggesting that the decision made in the meeting would result in yet another major change. Planet Cyrene Creative Director Ed even made it semi-official: "Well there's definitely been a shake up (confirmed by multiple sources), but I will let MA give out the details. Stay tuned : )"​

Later that day MindArk's Director of Business Development David Simmonds didn't want to comment on the subject but stated that "an official announcement will follow shortly".​

Announcement of the Extraordinary General Meeting: Extraordinary General Meeting September 2011​

Official statement?​

On 22th of September the press release announcing Johan Andinsson to take over as new CEO silently disappered from MindArk's website. (Luckily wiki never forgets: Johan Andinsson takes over as new CEO of MindArk)​

Was this the "official announcement" we have been waiting for? Does that mean Johan Andinsson has been booted out again after just 3 weeks? Will he receive an annual salary indemnity payment from our deposited PEDs? And who would we have to thank for that, Bridge Investment Group?​

As of today 23rd of September we have at least the confirmation that Jan Welter Timkrans is back chairing the all new board of directors: "The shareholders of MindArk PE AB dismissed the entire board and replaced it with a new one chaired by Jan Welter Timkrans." Whereas more than a third of the 'shareholders of MindArk' is Jan Welter Timkrans himself and as we know he was supposed to represent another 4.36% on the Annual General Meeting in June. But who gave the JWT faction the edge over the other block voting against him on the AGM? And will he be back as the CEO? Is the battle over now or has it just begun? What does this mean for the future of Entropia Universe?​

So we still wait for a more informative official announcement.​

But we dare to say already:​

Welcome back JWT!​

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Opening of the Meeting

Board Chairman Fred Rosenthal welcomed those present and declared the meeting open.

§ 1 Election of Meeting Chairman

The meeting elected Fred Rosenthal to chair the meeting. The Chairman appointed Bernt Wahlin to keep the minutes.

§ 2 Preparation and approval of voting list

The Chairman presented the electoral roll drawn up in accordance with Annex 1. The survey revealed the comments on the two big items at the AGM represented by proxy by proxy, and managed by the Bank, Hinduja Bank (Switzer Land) Ltd and Carnegle Investment Bank AB, was properly registered in the register is, and that one not older than one year old registration for that company had submitted before the meeting.
After discussion and checking the current rules, the AGM resolved to approve the Hinduja Bank shares such as introduced in the established electoral register notwithstanding that registration had not been submitted to the company before the meeting. The Chairman accepted then that the meeting was adjourned pending the Hinduja bank could submit a registration.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this approach and the decision.
The meeting also decided not to approve the Carnegie Investment Bank shares such as voting at the meeting.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this decision.
The meeting then decided to accept the electoral register after the above adjustment, Annex 2.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this decision.

§ 3 Election of one or two

The meeting decided to appoint two persons. To the minutes, Gunnar Ek, ​​Carl Gustaf BotlAn.

§ 4 Determination whether the Meeting has been duly convened

It was noted that notice of today's annual general meeting place by announcement in Post-Gazette and Dagens Industri on 4 May 2011. Furthermore, the notice published on the company website. The meeting declared duly convened.

§ 5 Approval of agenda

The Meeting resolved to approve the proposed agenda submitted and been included in the notice.

§ 6 the CEO report on activities

The Executive Director gave a brief for plattformsimodellen, partners, sales of "Planet Calypso" and on the investments made during the fiscal year.

§ 7 Presentation of the annual financial statements and auditors' report and consolidated financial statements and consolidated audit report

The Meeting concluded that the financial statements and related consolidated financial statements and auditor's report duly submitted.

§ 8 Resolution

If the adoption of the income and balance sheet and consolidated balance sheet
If the appropriation of retained earnings in accordance with the adopted balance sheet
Discharge to the directors and the Executive Director
a) The Meeting resolved to adopt the presented results and balance sheets and consolidated income statement and balance sheet.
b) The meeting resolved to approve the Board of Directors' Report and in the notice, included a proposal for the appropriation of the results.
c) The Meeting resolved to authorize the Board of Directors for the financial year 2010. It was noted that the board member, who is also the electoral roll listed shareholder, Jan Welter Timkrans did not participate in the decision.

§ 9 Establishment of Board of Directors and auditors

The Board proposes that the Chairman of the Board receives a fee equivalent to 90 000 SEK and that other directors receive fees of 70 000 SEK. The Board proposes that the auditor is replaced as charged.
A further proposal was put forward by Jan Welter, which consists of Chairman of the Board receives a fee of 60 000 SEK and the other directors will receive 40 000 SEK.
After the vote, the AGM resolved to adopt the Board's proposal. It was noted that the percentage distribution of votes among the proposals amounted to 52.35 K for the Board's proposal and to 47.65% for Jan Welters proposal.
It was also decided unanimously that the auditors' fees shall be paid as a separate bill.

§ 10 Election of Directors

The Chairman announced that the company shall have a board consisting of three to ten members, with a maximum of ten deputies. The Board was composed prior to the meeting of four members and one alternate.
The Board's current members, elected at the AGM on 29th June 2010, Fred Rosenthal, Jan Welter, Urban Näsman and Christophe Moran, have declared that they stand for reelection. The Board also proposes that no deputies elected to the board.
The meeting resolved that the Board shall consist of four members and no deputies.
To the board members until the next Annual General Meeting re-elected the incumbent, Fred Rosenthal, Jan Wetter, Urban Näsman and Christophe Moran
On the issue of election of the Chairman presented two proposals.

1. Fred Rosenthal
2. Jan Welter Timkrans

After the vote, the AGM resolved to choose Fred Rosenthal to Chairman of the Board until the next AGM. It was noted that the percentage distribution of votes among the proposals amounted to 52.35% for Fred Rosenthal, and to 47.65% for Jan Welter.

§ 11. Resolution to amend the Articles of Association, § 6 Notice of AGM

The Board proposes that § 6 of the statutes regarding meeting notice be amended to read: "Notice of General Meeting shall be by advertisement in the Post- & Inrikes Tidningar, and by publishing it on the company website."
After discussion, it emerged that a brief advertisement with reference to the complete notice also must be done in a major newspaper.
The meeting then decided unanimously to adopt the proposal with the addition as follows:
"Notice of General Meeting shall be published on the company website, through advertisement in the Post- & Inrikes Tidningar, and the introduction of the Swedish newspaper Svenska Dagbladet of brief advertisement with reference to the Post- & Inrikes Tidningar and the company's website."

$ 12 Resolution authorizing the Board of Directors to issue shares

Rule [then proposes to the AGM, with the repeal of previous appropriations, authorizes the Board to, on one or more occasions until the next AGM, with or without preferential rights for existing shareholders, issue new shares for shares at market conditions.
After discussion of the appropriate size of such an issue and the question for the rights of existing shareholders, was presented two proposals to the AGM to decide on.

1. Expansion of share capital by up to 25%, with or without preferential rights for existing shareholders.
2. Expansion of share capital by up to 10%, with preferential rights for existing shareholders.

After the vote, the AGM resolved to adopt the proposal no. 1st It was noted that the percentage distribution of votes among the proposals amounted to 84.16% for proposal No. 1, and to 15.84% for proposal No. 2.
The meeting further resolved to authorize the Board, or the board appoints, to make minor technical changes in the decision that proves to be necessary in connection with the registration of the decision with the Companies Office.

§ 13 Adjournment

Chairman declared the meeting closed.
Gothenburg as above
Chairman: Fred Rosenthal
Minutes: Bernt Wahlin
Verified: Gunnar Ek
Verified: Carl Gustaf Bothån

 

Johan Andinsson takes over as new CEO of MindArk PE AB

Johan Andinsson takes over the position of President of the MindArk PE AB on 1 September 2011. John joins us from Valentine & Byhr Advertising Agency AB, where he was Executive Officer conducting a comprehensive restructuring of the business with very positive results. John has extensive experience in Communications, PR and Design and he held various management positions in such areas at Form Tech Inc., Cliff Design AB Design Communication AB.

John is born in 1972.

Johan Andinsson succeeds MindArk `s founder and majority owner, Jan Welter Timkrans, which remain in the company's board.

During his term as CEO Jan Welter Timkrans established the company as one of the leading companies in the so-called MMOG industry, Massive Multiplayer Online Games, with the company's technical platform Entropia Platform and the virtual world Entropia Universe as a base for the development of different game concepts.

"We now see a new phase in its development after the first two periods in the form of establishment and development of product concepts and technology platforms that have created the foundation for growth with profitability. In the coming period, the company will focus on the development of its partnership strategy in which independent players in the market independently operate and develop their own game concept and where MindArk offers the infrastructure in the form of Entropia Universe and the Entropia Universe Platform.

In hiring Johan Andinsson, the company has now the skills necessary for the consolidation of operations with the objective to create growth and sustainable profitability. The overall mission of John is to prepare the company for the planned IPO in late 2012 and take all necessary measures to ensure quality in processes and partner relationships, "said Fred Rosenthal, chairman of the board.

For information contact the Chairman, Fred Rosenthal, e-mail: fred.rosenthal @ telia.com or telephone: +46 705 285346

 

Notice of Extraordinary General Meeting of MindArk PE AB (publ)

Shareholders of MindArk PE AB, 556640-4769, called an extraordinary general meeting on Monday September 19, 2011 at. 15:00 in the company's offices at South Allégatan 1 in Gothenburg. The premises open for registration at 14:00.

Shareholders wishing to attend the meeting must notify no later than Tuesday 13 September 2011, at. 12:00. Notification can made in writing to MindArk PE AB, Järntorget 8, SE 413 04 Gothenburg, per phone 031-60 72 60, fax 031-13 60 16 or by e-mail economy@mindark.com and should include name, social security / Number, address and registered shares. The notification shall also relate to any advisors, as a shareholder intends to lead the meeting.

Right to participate at the meeting will be notified owners that are registered in the Euroclear AB (former VPC AB) shareholders on Tuesday, 13 September 2011. Shareholders who have registered their shares shall, in order to participate in the meeting, ensure that the shares are registered either Euroclear by Tuesday 13 September 2011. Such registration, which may be temporary, should be requested from the trustee well before this date. Note that procedure also applies to shareholders using a bank's share deposit and / or trading via the Internet.

Of agents needed a warrant. If the proxy issued to a legal entity, a certified copy of one, not older than one year old; registration for the legal person attached. Power of attorney and any registration certificate should be in advance of the Meeting sent to MindArk PE AB.

Issues at the EGM:

1. Election of Meeting Chairman
2. Preparation and approval of electoral register
3. Election of one or two
4. Determination whether the Meeting has been duly convened
5. Approval of agenda
6. Determining the number of Board Members
7. Election of Directors and Chairman
8. Adjournment

Proposal for resolution regarding item 7 above brought by Jan Welter Timkrans as shareholders.

 

It needs to be said that this article has been created in team with contributions by admin, Lykke, RAZER, Tass.

 

Sounds a little bit like the Evil Mindark

 

Alrighty, article has been updated:

_______________________________________________________________ UPDATE 30 Sep 2011 01:15: David Simmonds takes over leadership! Welcome to the throne David! Leave David a welcome message: David|Mindark Read an interview with David Simmonds in EntropiaTimes September 2010. _______________________________________________________________

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