Decisions at the AGM of Evolution Gaming Group AB (publ)
Today, 28 April 2016, the Annual General Meeting of Evolution Gaming Group AB (publ) was held. Below is a summary of the main decisions adopted by the AGM.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
The AGM decided to approve the income statement and consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2015.
The AGM decided upon a dividend of EUR 0.32 per share and that 2 May 2016 shall be the record date for the receipt of dividend. The dividend is deemed to be paid by Euroclear Sweden AB on 10 May 2016.
Board of Directors and CEO
The AGM decided to grant discharge from liability for the Board of Directors and the CEO for the 2015 financial year.
The AGM decided that the Board of Directors will comprise five board members and no deputies. Jens von Bahr, Joel Citron, Jonas Engwall, Ian Livingstone and Fredrik Österberg were re-elected as Board members for the period extending up until the end of the 2017 AGM. Joel Citron was re-elected as Chairman of the Board.
Remuneration to the Board of Directors and the auditor
The AGM decided a fee totalling EUR 35,000 per year shall be paid to the Board, to be distributed with EUR 15,000 to the Chairman of the Board and to each of the other members of the Board of Directors who are not employed by the company with EUR 10,000. The AGM decided that remuneration to the company’s auditor shall be paid in accordance with approved invoicing.
The AGM decided to appoint a nominating committee according to the following. The Chairman of the Board will contact the three largest shareholders based on Euroclear Sweden AB’s list of registered shareholders on the last business day of August. The three largest shareholders will be given the opportunity to elect one representative each, to form the nominating committee along with the Chairman for the period extending up until the appointment of a new nominating committee. If any of these shareholders chooses to waive their right to elect a representative, their right is transferred to the shareholder who, after these shareholders, has the largest share ownership. Unless the members agree otherwise, the nominating committee will be chaired by the member who represents the largest shareholder in terms of votes. However, the Chairman of the Board will not chair the nominating committee. The majority of the members of the nomination committee are to be independent of the company and its executive management. Neither the chief executive officer nor other members of the executive management are to be members of the nomination committee. At least one member of the nomination committee is to be independent of the company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the company. Members of the Board may not constitute a majority of the nomination committee. If more than one member of the Board is on the nomination committee, no more than one of these may be dependent of a major shareholder in the company. Fees are not to be paid to the members of the nomination committee. As required, the company shall be responsible for reasonable costs for external consultants that the nomination committee deems necessary to perform its work.
Incentive Programme and issue of warrants
The AGM decided to establish an incentive programme under which the company invites approximately 40 members of Group management and other key employees (including consultants) in the Evolution Gaming group to purchase warrants in the company at market value.
The right to subscribe for warrants shall accrue to wholly-owned subsidiaries of the company after which the warrants will be transferred to participants at market value.
To stimulate participation in the programme for participants outside Sweden, it was decided that for each warrant acquired at market value, one additional warrant may be granted free of charge. Warrants granted free of charge to participants outside Sweden may be used for subscription of shares only on the condition that the warrants acquired at market value have been retained by the participant until the first day on which share subscription is possible.
The number of warrants to be issued under the programme shall not exceed 547,000. There can be no oversubscription.
The rationale for the proposal was to create conditions for retaining and recruiting competent personnel to the group, increase the motivation amongst participants, reward loyalty, and thereby increase shareholder value and the long-term value growth in the company.
For the complete resolution proposals adopted by the AGM, please refer to Evolution Gaming’s website, www.evolutiongaming.com, where the AGM minutes including the complete resolution proposals will be available.
For more information, please contact:
Adrian Westman, IR contact
+46 735 090 400, firstname.lastname@example.org
This information was submitted for publication on 28 April 2016 at 16:15 CET.
Evolution Gaming Group AB (publ) (”Evolution”) develops, produces, markets and licenses fully-integrated B2B Live Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider in the European market with 70 operators among its customers. The group currently employs 2,100 people, most of whom are located in Latvia and Malta. The parent company is based in Sweden and listed on the Nasdaq First North Premier exchange under the ticker EVO. Avanza Bank is the company’s certified adviser. Visit www.evolutiongaming.com for more information.