UNIBET GROUP PLC (Registered in Malta: No. C-39017)
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of UNIBET GROUP PLC (the "Company") will be held on 11 December 2006 at 2:00 p.m. (CET) at the Clarion Hotel, Ringvägen 98, Stockholm, Sweden
The meeting is required to consider the special business better explained hereunder
On 1 November 2006, the Scheme of Arrangement between the shareholders of the Company and the former holding company of the Unibet group became effective and the Company became the new holding company of the Unibet group. As outlined in the circular relating to the Scheme of Arrangement dated 19 September 2006, following the Scheme of Arrangement becoming effective, the Unibet group has subsequently undertaken an internal re-organisation and this has resulted in the Company incurring certain technical balance sheet losses. These technical losses only relate to the individual entity balance sheet of the Company and not to the performance of the Unibet group as a whole.
To eliminate these technical balance sheet losses, the meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following resolutions (1) to (4) pursuant to Article 83(5) of the Companies Act, Cap.386 of the Laws of Malta (“the Act”):
THAT in accordance with Article 83(5) of the Act, the Company’s share premium account be reduced by an amount as standing to the credit of the Company's share premium account as, at 11 December 2006, as is equal to the losses on the Company's profit and loss account as at the said date, such reduction in share premium being for the purpose of offsetting the losses so incurred;
THAT provided resolution (1) is passed, then, also in accordance with Article 83(5) of the Act, the share premium account of the Company be further reduced by such further amount (the “Second Reduction Amount”) standing to the credit of the Company's share premium account as, at 11 December 2006, as shall be equal to 10 per cent. of the aggregate of the issued share capital of the Company and the reduced share premium account of the Company, with such share premium reduction being effected by the Company transferring the Second Reduction Amount to a new reserve to be known as the "Loss Offset Reserve" for the purpose of offsetting any eventual losses that may be incurred by the Company from time to time;
THAT the reductions of the share premium account resulting from resolutions (1) and (2) take effect immediately upon the registration of these resolutions in accordance with the Act;
THAT the Company Secretary be instructed to register this resolution with the Registrar of Companies.
The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution (5):
it being noted that
(i) at a board of directors’ meeting held on 7 November 2006, the directors resolved to obtain authority to buy back £0.005 Ordinary Shares/SDR’s in the Company (he purpose of the buyback being to achieve added value for the Company’s shareholders); and
(ii) pursuant to article 106(1)(b) of the Companies Act (Cap.386 of the Laws of Malta) a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares/SDR’s to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration,
THAT the company be generally authorised to make purchases of ordinary shares/SDRs of £0.005 each in its capital, subject to the following:
(a) the maximum number of shares/SDR’s that may be so acquired is 2,824,109;
(b) the minimum price that may be paid for the shares/SDR’s is 1 SEK per share/SDR’s exclusive of tax;
(c) the maximum price that may be so paid be 1,000 SEK per share/SDR’s; and
(d) the authority conferred by this resolution shall expire on the date of the 2007 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
By order of the Board
This the 13th day of November 2006
(1) Holders of Swedish Depositary Receipts ("SDRs") over shares in the Company who wish to vote (in person or by proxy) at the EGM must be registered at VPC AB at 6 p.m. (Swedish time) on Thursday, 30 November 2006 and must notify Skandinaviska Enskilda Banken AB (publ) ("SEB") of their intention to vote (in person or by proxy) no later than 5 p.m. (Swedish time) on Wednesday, 6 December 2006. This must be done electronically by completing the electronic notification form provided at www.unibetgroupplc.com/EGM, "Notification to holders of Swedish Depositary Receipts in Unibet Group plc"
(2) Provided the electronic notification form has been validly completed, holders of SDRs entitled to vote at the EGM may vote in person at the meeting or they may appoint another person as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. Any SDR holder seeking to vote by proxy should (in addition to completing the electronic notification form referred to in paragraph (1) above) complete the proxy form made available at www.unibetgroupplc.com/EGM.
(3) Completed proxy forms should be returned by post or by hand to c/o Alliotts, 5th Floor, 9 Kingsway, London WC2B 6XF, so as to be received as soon as possible and in any event by 2 p.m. on Saturday 9 December. Forms of proxy returned by fax will not be accepted. If the proxy form is not lodged by the relevant time, it may be physically delivered to the Chairman of the EGM prior to the commencement of the meeting.
(4) If you do not give a specific voting instruction on the resolution to be considered at the EGM, by placing a mark in the appropriate box, your proxy will be free to vote or abstain in relation to the resolution as he or she thinks fit. Unless you specifically instruct otherwise, your proxy may also vote or abstain as he or she thinks fit on any other business (including any amendments to the resolution to be proposed at the EGM) which may properly come before the EGM.
(5) Notwithstanding completion of a proxy form, in accordance with the terms and conditions attaching to the SDRs over shares in the Company, holders thereof will only be eligible to attend and vote at the EGM if they have validly completed an electronic notification form and are the registered owner of the SDRs over shares in the Company in the VPC Register at 6 p.m. (Swedish time) on Thursday, 30 November 2006 (or, if there is any adjournment of the EGM, on such date which is ten (10) calendar days before the EGM).
(6) Only holdings of SDRs over shares in the Company in the name of the owner are registered under the holder's own name at VPC AB. Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the EGM, register their SDRs in their own name. Those holding nominee-registered SDRs must contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name in good time before 30 November 2006.
(7) Conversions to and from SDRs and ordinary shares will not be permitted during the period from Thursday 30, November 2006 to Monday 11 December 2006.