Notice of Annual General Meeting of Aspire Global Plc
The shareholders of Aspire Global Plc (the “Company”), company registration number C 80711, are hereby invited to the Annual General Meeting (the “AGM”) of the Company to be held on Tuesday, 8thMay 2018 at 13:00 at Pareto Securities offices, Berzelii Park 9 in Stockholm, Sweden.
Right to Participate and Notice of Attendance
Shareholders who wish to participate in the AGM must:
- be entered in the register of shareholders held by Euroclear Sweden AB on 2ndMay 2018 (the record date); and
- notify the Company of their intention to participate in the AGM by not later than by 3rdMay 2018
Shareholders whose shares are registered through a nominee must request a temporarily registration of their shares in their own name with Euroclear Sweden AB to be able participate in the AGM. Such temporary registration must be completed by Thursday 2ndMay 2018, and the nominee must thus be informed well in advance of this date.
Notification of attendance at the AGM shall be made in writing to the Company by sending an email to email@example.com or by post at the following address: Attn: Aspire Global – Annual General Meeting, Level G, Office 1/5086, Quantum House, 75, Abate Rigord Street, Ta’Xbiex XBX 1120, Malta.
In their notification of attendance, shareholders must state their name, personal identification number or corporate registration number, nationality or country of incorporation, address, telephone number, email address, name of any accompanying advisor (not more than two) and shareholding.
A shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on its/his/her behalf. A proxy does not need to be a shareholder of the Company. The shareholders wishing to participate in the AGM via proxy are, in addition to the aforementioned information, required to submit duly filled in and signed proxy form. The proxy forms will be available from the Company’s website (www.aspireglobal.com/corporate-governance/annual-general-meeting-agm). If the shareholder is an individual, the proxy form needs to be signed by him/her or his/her attorney, while if the shareholder is a corporation, the proxy form needs to be signed by a duly authorised officer of the corporation or an attorney. Where a proxy is signed on behalf on the appointor by an attorney, sufficient evidence of its validity must be presented.
The original signed proxy form and, where the shareholders is a corporation, a certified copy of a certificate of registration or similar document evidencing the signatory right of the officer signing the proxy form, must be received by the Company no later than 48 hours before the time appointed for the holding of the annual general meeting at the Attn: Aspire Global – Annual General Meeting, Level G, Office 1/5086, Quantum House, 75, Abate Rigord Street, Ta’Xbiex XBX 1120, Malta. Shareholder wishing to participate via proxy are therefore encouraged to send their proxy forms and, if required, document evidencing the signatory right, as soon as possible.
Shareholders or their authorised representatives or proxies must present their personal identification document for verification purposes to be allowed to attend and vote at the AGM. Where a shareholder is a corporate entity, in addition, a certified copy of a certificate of registration or similar document evidencing the representation right of the person attending the AGM must be presented for the representative to be allowed to attend and vote at the AGM.
- Opening of the Meeting;
- Election of a Chairman of the Meeting;
- Preparation and approval of the register of shareholders entitled to vote at the Meeting;
- Approval of the agenda;
- Election of one or two person(s) to check and sign the minutes together with the Chairman;
- Determination of whether the Meeting has been duly convened;
- Statement by the Chief Executive Officer;
- Presentation of the Annual Report and the Auditor’s Report for the Company and consolidated Report for the Group;
- Resolution to adopt the Financial Statements of the Company and the Consolidated Financial Statements of the Group;
- Resolution on allocations concerning the Company’s earnings in accordance with the adopted Balance Sheet;
- Resolution to discharge from liability the members of the Board of Directors and the Chief Executive Officer;
- Determination of the number of directors for the Company;
- Determination of fees for the members of the Board of Directors and the auditors;
- Election of members of the Board of Directors;
- Appointment of the auditors;
- Resolution on guidelines for remuneration to senior executives;
- Closing of the meeting.
Election of Chairman of the meeting (Agenda Item 2)
It is proposed that the Chairman of the Board, Carl Klingberg, is appointed as Chairman of the Meeting.
Approval of the Financial Statements of the Company and the Consolidated Financial Statements of the Group (Agenda Item 9)
The Board of Directors (the “Board”) approved and recommends to the shareholders to approve as presented Financial Statements of the Company and the Consolidated Financial Statements of the Group, the Director’s Report and the Auditors’ Report for the financial year ending 31stDecember 2017.
Distribution of dividends by the Company (Agenda Item 10)
The Board proposes, in accordance with the Consolidated Financial Statements of the Company for the year ended 31stDecember 2017 and in accordance with the recommendation as set forth in the Annual Report, that the AGM resolve on a transfer of €3.8 million, or SEK 0.85 per share, to be paid for the financial year ending 31 December 2017. The Board further proposes that the record date for dividend should be 4 May 2018.
Determination of the number of Board members, election of the Board members, fees for the Board and the auditor (Agenda Items 12-14)
It is proposed that the Board will be composed of five (5) members.
Carl Klingberg, Fredrik Burvall, Tsachi (Isaac) Maimon and Barak Matalon, presently members of the Board, will stand for re-election at the AGM for the period until the end of the next annual General Meeting. Pinhas Zahavi will retire from office on the 8thMay 2018 and will not stand for re-election. Aharon Aran has been proposed to be elected as new member of the Board for the period from the 8thMay 2018 until the end of the next Annual General Meeting. It is further proposed that Carl Klingberg is re-elected as Chairman of the Board.
It is proposed that the aggregate amount for one year payable to the Board members (excluding fees payable to Tsachi (Isaac) Maimon for his duties as CEO of the Company) for carrying out their duties shall not exceed € 300,000, while the aggregate gross amount for one year payable to Tsachi (Isaac) Maimon for his duties as CEO of the Company shall not exceed € 550,000 (base salary, variable remuneration and expense re-imbursement).
It is proposed that BDO is re-appointed as auditors of the Company. It is proposed that the auditor’s fees shall be payable in accordance with approved invoices.
Resolution on guidelines for remuneration to senior executives (Agenda Item 16)
The Board proposes that the AGM resolves on the following general guidelines for remuneration to senior executives. The proposal corresponds to the existing practice of the Company.
The Board proposes that the maximum pension premium (including any payments to a study fund, when applicable for certain executives residing in Israel) for the CEO and other senior executives shall be set at 35 per cent of the base gross salary. The Board of Directors also proposes that the cap of variable remuneration shall be set at 80 per cent of the fixed remuneration for the CEO and at 100 per cent of the fixed remuneration for other senior executives.
Remuneration and other conditions of employment for senior executives shall, from both a short-term and long-term perspective, be competitive and create good prerequisites for retaining and motivating competent employees and attracting new employees when needed. In order to achieve this, the Company shall have fair and internally balanced conditions which are also competitive in the market.
The conditions of employment for senior executives should contain a well-balanced combination of fixed and variable remuneration, share-based incentive programs, pension benefits, and conditions for giving notice and severance pay. Actual levels of remuneration shall be determined based on factors such as expertise, experience and performance. In order to promote the Company’s long-term interests and to motivate and reward well performing executives, the variable portion of the compensation shall constitute a relatively large part of total compensation. The Board shall be able to deviate from the guidelines provided that this is justified by particular circumstances of a specific case.
The Company has 44,373,068 issued shares as of the date of this notice with one (1) vote per share.
A copy of the Audited Accounts for the financial year ending 31stDecember 2017, the Company’s Articles of Association and proxy form are available on the Company’s website (www.aspireglobal.com/investors ). Such documents will be sent to shareholders who request it and provide their e-mail or postal address.
Malta, April 2018
Aspire Global Plc
Board of Directors
For further information, please contact:
Tsachi Maimon, CEO, Tel: +356-79777898 or email: firstname.lastname@example.org
Motti Gil, CFO, Tel: +972-73 372 3154 or email: email@example.com
About Aspire Global
Founded in 2005, Aspire Global offers a full-service iGaming solution for operators and white labels. The robust, market-leading platform includes a complete suite of services for casino and sportsbook, such as multilingual CRM, payments and risk control, support call center, VIP management and acquisition optimization. Aspire Global also holds licenses in regulated markets including the UK, Denmark, Belgium, Italy and Malta. The company share is listed on Nasdaq First North Premier Stockholm under ASPIRE. Certified Adviser: FNCA AB, Sweden. Please visit Aspireglobal.com