Invitation to the Annual General Meeting of shareholders of Betsson AB (publ)
The shareholders of Betsson AB (publ) (the ”Company”), are hereby invited to the Annual General Meeting of shareholders held on Thursday, 12 May 2011 at 10.00 a.m. at the office of the Company at Regeringsgatan 28 in Stockholm.
Notice to attend etc.
Shareholders who wish to attend the Annual General Meeting (the ”AGM”) must
- be entered in the register of shareholders held by Euroclear Sweden AB by Friday, 6 May 2011, and
- notify the Company of their intention to participate by 12.00 p.m. on Friday, 6 May 2011.
Notice of participation in the meeting shall be made in writing to the Company at the address Betsson AB, Regeringsgatan 28, 111 53 Stockholm. Notification may also be made by telephone on +46 (0)8-506 403 00, by fax on +46 (0)8-735 57 44 or by e-mail to: firstname.lastname@example.org. When giving notice of participation, the shareholder must state name, social security number or company registration number, address, telephone number and share holding. Shareholders who are represented by proxy should include such proxy together with the notification to attend the AGM. Proxy forms for shareholders who wish to be represented by proxy will be made available on the Company’s website www.betssonab.com.
Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB. Shareholders who wishes to obtain such registration must contact the nominee regarding this well in advance of 6 May 2011.
- Proposed agenda
- Opening of the AGM
- Election of a Chairman at the AGM
- Preparation and approval of the register of shareholders entitled to vote at the AGM
- Approval of the agenda
- Election of one or two persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Statement by the Chief Executive Officer
- Presentation of the Annual Report and Auditor’s Report and of the Group Annual Report and the Group Auditor’s Report.
- Resolution to adopt the Income Statements and Balance Sheets of the Parent Company and the Group
- Resolution on allocations concerning Company earnings in accordance with the approved Balance Sheet
- Resolution to discharge the members of the Board of Directors and the Chief Executive Officer from liability
- Determination of the number of members and deputy members of the Board of Directors
- Determination of the fees to be paid to the members of the Board of Directors and the auditors
- Election of members of the Board of Directors and Chairman of the Board of Directors
- Establishment of a Nomination Committee
- Resolution concerning guidelines for the remuneration of senior executives
- Resolution to amend the articles of association
- Share split and automatic redemption procedure, to include
(a) resolution to implement a share split,
(b) resolution to reduce share capital through an automatic redemption of shares, and
(c) resolution to increase share capital through a bonus issue
- Resolution to authorise the Board of Directors to decide on the repurchase and transfer of the Company’s own shares
- Authorisation for the Board of Directors to decide on the issue of shares
- Closing of the Meeting
Election of a Chairman of the AGM (item 2)
The Nomination Committee, comprised of Michael Knutsson (Chairman of the Nomination Committee), Per Hamberg, Christoffer Lundström and John Wattin, propose that John Wattin be appointed Chairman of the AGM.
Dividends (item 10)
The Board proposes that no dividend shall be paid for the 2010 financial year. The Board has instead proposed a procedure for the redemption of shares in accordance with item 19 below.
Election of the Board, etc. (item 12-15)
The Nomination Committee proposes that the Board shall consist of seven members without deputies for the period until the next AGM. The Nomination Committee proposes the re-election of John Wattin, Per Hamberg, Kicki Wallje-Lund, Patrick Svensk, Carl Lewenhaupt and Lars Linder Aronson and that Pontus Lindwall is elected member of the Board.
The Nomination Committee proposes that John Wattin be re-elected as Chairman of the Board for the time until 1 July 2011 and that Pontus Lindwall is elected as Chairman of the Board for the time thereafter. Pontus Lindwall is proposed to be executive chairman of the Board with the same employment benefits as he currently receives as CEO of the Company. Should Pontus Lindwall remain CEO on 1 July 2011, it is proposed that John Wattin remains Chairman of the Board until the replacement of the CEO has been executed and an application for registration regarding such replacement has been submitted with the Swedish Companies Registration Office (Sw. Bolagsverket) and that Pontus Lindwall shall be Chairman of the Board for the time thereafter.
The proposed fee for the Board is SEK 1,775,000, of which John Wattin will receive SEK 400 000 and the other members elected by the AGM shall receive SEK 275,000 each. Members of the Board who are employed by the Company shall not receive any fee. It is proposed that auditors’ fees be paid according to approved invoices. Furthermore, the Nomination Committee proposes that if possible from a tax perspective and subject to it being cost-neutral for the Company, a member of the Board may invoice their fee. If a member of the Board does invoice the fee, the fee will be increased by an amount equivalent to the social security payments and value added tax in accordance with the law.
Establishment of a Nomination Committee (item 16)
The shareholders who have been represented in the Nomination Committee, together accounting for more than 42 per cent of the votes, propose that the AGM approves the following procedure for preparation of the election of members of the Board of Directors. A Nomination Committee shall prepare and submit proposals for the election of the Chairman at the AGM of 2012, members of the Board and auditors (if auditors are to be elected) as well as their fees. The Chairman of the Board shall be a member of the Nomination Committee and will also act as its convenor. The Nomination Committee, which will consist of at least three members representing major shareholders in the Company, will be formed in October 2011 in consultation with the major shareholders in the Company at that time. The Nomination Committee’s term of office reaches until a new Nomination Committee has been formed. The majority of the members of the Nomination Committee may not be members of the Board of Directors nor be employed by the Company. If a member of the Committee resigns before the work is concluded, a replacement member is to be appointed in the corresponding manner. The members of the Nomination Committee appoint the Chairman among themselves. The composition of the Nomination Committee must be announced not later than six months before the AGM.
Resolution concerning guidelines for the remuneration of senior executives (item 17)
The Board of Directors proposes that the guidelines for remunerating senior executives that were adopted at the 2010 AGM continue to be applicable.
Resolution to amend the articles of association (item 18)
The Board of Directors proposes that the AGM resolves upon an amendment of Section 9 of the articles of association in order to adjust the articles of association to new provisions in the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen). The Board’s proposal means that the auditor shall be appointed for a period of four years.
Share split and automatic redemption of shares (item 19)
The Board of Directors proposes that the AGM resolves on a procedure for the automatic redemption of shares, in accordance with the proposal below. It proposes that the decisions are taken together as one decision.
Resolution to implement a share split (item 19 a)
The Board of Directors proposes that the AGM resolves to implement a share split, whereby one share in Betsson is converted into two shares. One of these shares will be a so-called redemption share. The Board of Directors proposes that the record date for the share split shall be 20 May 2011.
Resolution to reduce share capital through an automatic redemption of shares (item 19 b)
The Board of Directors proposes that the share capital be reduced by SEK 39,653,720 through the redemption of 5,420,000 Series A shares and 34,233,720 Series B shares for repayment to the shareholders. The shares to be redeemed are those shares which are referred to as redemption shares after shares have been split as described above. The price to be paid for each redemption share shall be SEK 7.00. No redemption price shall be paid for any redemption shares of Series A or Series B that are held by the Company. The maximum redemption amount will thus be SEK 275,759,155. The Board of Directors proposes that trading in redemption shares shall take place from 25 May 2011 through 8 June 2011 and that the record date for the redemption of the redemption shares shall be 13 June 2011. Payment is expected to be made through Euroclear Sweden AB on 16 June 2011.
Resolution to increase share capital through a bonus issue (item 19 c)
In order to achieve a timely and efficient redemption procedure, without having to obtain permission from the Swedish Companies Registration Office or a court of law, the Board proposes to restore the Company’s share capital to its original amount by increasing the Company’s share capital by SEK 39,653,720 through a bonus issue via a transfer from the Company’s unrestricted equity to the Company’s share capital. No new shares will be issued in connection with the share capital increase.
Authorisation for the Board of Directors to decide on the repurchase and transfer of the Company’s own shares (item 20)
The Board of Directors proposes that the AGM authorises the Board to resolve to repurchase, on one or several occasions prior to the next AGM, as many shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. The shares shall be acquired on a regulated market where shares in the Company are listed and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price, or through a public offer to all shareholders, whereby the purchase shall be made at a price equivalent to the lowest quoted share price at the time and a maximum of 150 per cent of the current quoted share price.
It is also proposed that the Board of Directors be authorised to resolve to transfer of the Company’s own shares, as payment upon the acquisition of companies or businesses, at a price equivalent to the quoted share price at the time of transfer.
The objectives of these authorisations are to give the Board of Directors greater scope to act when working with the Company’s capital structure and to give the Company greater flexibility in the distribution of capital to its shareholders.
Authorisation for the Board of Directors to decide on the issue of shares (item 21)
The Board of Directors proposes that the AGM authorises the Board to decide, on one or several occasions prior to the next AGM, to issue shares for payment in kind, that involve the issue of up to 4 million Series B shares (corresponding to a dilution of about 10 per cent).
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments to make payments for any business acquisitions the Company may undertake. The market value of the shares on each issue date will be used in determining the price at which shares will be issued.
A valid resolution regarding item 18-21 requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
The Board of Directors’ complete proposals for resolution in accordance with the above, including reports and statements related thereto are available at the Company’s address as set out above and on the Company’s website www.betssonab.com, these documents will also be sent to those shareholders who so request and provide their postal address.
According to Chapter 7 Section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.
Number of shares and votes
As of 11 April 2011, the total number of shares in the Company was 39,653,720, representing a total of 88,433,720 votes, divided into 5,420,000 Series A shares representing 54,200,000 votes and 34,233,720 Series B shares representing 34,233,720 votes. On the same date, the Company held 259,555 Series B shares, which may not be represented at the AGM.
Stockholm, April 2011
The Board of Directors
For further information, contact:
Pontus Lindwall, CEO and President, telephone +46 (0)8 506 403 10 or +46 (0)708 27 51 55, email@example.com
Betsson AB’s Core Business consists of investing and administering shareholding in companies, which through partners or by themselves, offers games to the end users via the internet. Betsson AB owns Betsson Malta which operates games through partnerships and the websites www.betsson.com, www.casinoeuro.com and www.cherrycasino.com. Betsson Malta offers Poker, Casino, Sports betting, Scratch Cards, Bingo and Games. The customers mainly orginate from the Scandinavian countries and other parts of Europe. Betsson AB is listed on NASDAQ OMX Nordic Mid Cap List, (BETS).