Notice of Annual General Meeting of Mr Green & Co AB (publ)
The shareholders of Mr Green & Co AB (publ), Corporate Registration Number 556883-1449 (“the Company”) are hereby invited to the Annual General Meeting on Tuesday, 16 May 2017 at 5.00 p.m. at GT30, Grev Turegatan 30 in Stockholm, Sweden.
A. Right to participate in the Meeting
Shareholders who wish to participate in the Meeting must be included in the share register maintained by Euroclear Sweden AB as of Wednesday, 10 May 2017, and notify the Company of their participation not later than 10 May 2017 at the following address: Annual General Meeting, Mr Green & Co AB, Sibyllegatan 17, SE-114 42 Stockholm, or by e-mail: firstname.lastname@example.org.
In their notification of attendance, shareholders must state their name, personal identification number or Corporate Registration Number, address, telephone number, e-mail address, any assistants and shareholdings. Proxy forms for shareholders wishing to participate in the Meeting via proxy will be available from the Company’s website mrg.se. Shareholders represented by proxy are to issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document for the legal entity is to be appended to the notification of attendance. The power of attorney and registration certificate should be sent to the Company at the aforementioned address well in advance of the Meeting. The power of attorney document may not be more than five years old.
Shareholders whose shares are registered with a bank’s custody services department or another nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be able participate in the Meeting. Such re-registration must be completed by 10 May 2017, and the nominee must thus be informed well in advance of this date.
B. Items of business at the Meeting
1) Opening of the Meeting
2) Election of Chairman of the Meeting
3) Preparation and approval of the voting list
4) Approval of the agenda
5) Election of two officers to verify the minutes
6) Determination of whether the Meeting has been duly convened
7) CEO’s presentation
8) Presentation of the submitted Annual Report and the Auditor’s Report, and the Consolidated Financial Statements and the Group Auditor’s Report
9) Resolutions regarding:
a) adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet
b) appropriation of the Company’s profits according to the adopted Balance Sheet
c) discharge from liability of the Board of Directors and the CEO
10) Determination of the number of Board members
11) Determination of remuneration of the Board of Directors
12) Determination of remuneration of the auditor
13) Election of Board members and auditor
14) Resolution concerning the Nominating Committee
15) Board of Directors’ motion for resolution concerning approval of guidelines for remuneration of senior executives
16) The Board of Directors’ motion concerning authorization of the Board to decide on a new issue of shares with or without preferential rights for shareholders
17) Board of Directors’ motion for resolution regarding authorisation for the Board to make minor adjustments to resolutions made at the Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB
18) Closing of the meeting
Motions for resolution, etc.
The Nominating Committee’s proposals relating to Items 2, 10-14 on the agenda
The Nominating Committee was appointed by the 2016 Annual General Meeting. The current Nominating Committee comprises Dimitrij Titov, Mikael Pawlo and Board Chairman Kent Sander.
Item 2 – Election of Chairman of the Meeting
The Nominating Committee proposes that attorney-at-law Dimitrij Titov be appointed Chairman of the Meeting.
Item 10 – Determination of the number of Board members
The Nominating Committee proposes that the Board of Directors comprise six (6) regular members with no alternate members.
Item 11 – Determination of remuneration of the Board of Directors
The Nominating Committee proposes that the Board of Directors be paid fees totalling SEK 2,305,000, of which SEK 730,000 to the Chairman of the Board and SEK 315,000 to each of the other Board members. Fees of SEK 385,000 are to be paid for Committee work, distributed as follows: Audit Committee: SEK 125,000 to the Chairman and SEK 75,000 to other Committee members. Remuneration Committee: SEK 50,000 to the Chairman and SEK 30,000 to other Committee members.
Provided that all fiscal prerequisites are met for invoicing and it is cost-neutral for the Company, it is possible for Board fees to be invoiced through the Board member’s own company. Should a Board member choose to invoice his/her Board fees through a company, the fees are to be increased by an amount corresponding to the statutory social security contributions and VAT.
Item 12 – Determination of remuneration of the auditors
Remuneration of auditors is to be paid in accordance with approved invoices.
Item 13 – Election of Board members and Chairman of the Board, and auditors
The Nominating Committee proposes the re-election of Kent Sander, Tommy Trollborg, Andrea Gisle Joosen, Henrik Bergquist, Eva Lindqvist and Danko Maras. Kent Sander is proposed for re-election as Chairman of the Board.
A detailed description of the proposed members is available at the Company’s website mrg.se.
The Nominating Committee proposes, in accordance with the recommendation of the Audit Committee, that accounting firm Öhrlings PricewaterhouseCoopers AB be elected auditor for the period until the end of the 2018 Annual General Meeting. On the condition that the Nominating Committee’s proposal is adopted by the Annual General Meeting, the accounting firm has stated that Bo Åsell will be appointed Auditor in Charge. Information about Öhrlings PricewaterhouseCoopers AB and Bo Åsell is available from the Company’s website mrg.se.
Item 14 – Resolution concerning the Nominating Committee
The Company is to have a Nominating Committee comprising four (4) members. During the year, the Chairman of the Board is to convene the three (3) largest shareholders in the Company in terms of the number of votes to each appoint one representative to serve as a member of the Nominating Committee, in addition to the Chairman of the Board. If one of the three largest shareholders decides to waiver its right to appoint a representative to the Nominating Committee, the next largest shareholder is to be given the opportunity to appoint a member to the Nominating Committee. The Nominating Committee can also decide, if deemed appropriate, to appoint an additional representative for a group of major shareholders who will be co-opted to the Nominating Committee.
The Chairman of the Board is to convene the first meeting of the Nominating Committee but is not to serve as the Chairman of the Nominating Committee. The Chairman of the Nominating Committee is to be the member who represents the largest shareholder in terms of the number of votes, unless the members agree otherwise. The appointed Nominating Committee’s period in office extends until such time as a new Nominating Committee is appointed. The composition of the Nominating Committee is normally to be announced not later than six months before the Annual General Meeting.
The Nominating Committee elects its members based on Euroclear Sweden AB’s list of registered shareholders on the final banking day of August. If one or more shareholders who appointed a Nominating Committee member are no longer one of the three largest shareholders in terms of the number of votes, this representative is to make their place available after which the shareholder(s) who is(are) now one of the three largest shareholders will be entitled to appoint a new representative. However, marginal changes to the number of votes are not taken into account, unless there are special reasons for this.
If a member leaves the Nominating Committee before its work has been completed, the Nominating Committee is to encourage the shareholder who appointed this member to appoint a new representative to the Nominating Committee within a reasonable time. If the shareholder refrains from appointing a new representative, the right to appoint a new Nominating Committee member goes to the next largest shareholder in terms of the number of votes who is not already a member of the Nominating Committee. Any changes to the composition of the Nominating Committee are to be published as soon as they occur.
The Nominating Committee is to draft proposals on the following issues for resolution by the 2018 Annual General Meeting:
- proposing a candidate for Chairman of the Meeting
- proposing candidates for the Board of Directors
- proposing a candidate for Chairman of the Board
- proposing auditors
- proposing directors’ fees
- proposing auditors’ fees
- proposing principles for the appointment of the next Nominating Committee
The Board of Directors’ motions for resolution concerning Items 9b, 15-17 on the agenda
Item 9 b – Appropriation of the Company’s profits
The Board of Directors proposes that no dividend be paid for the 2016 financial year.
Item 15 – The Board of Directors’ motion for resolution concerning approval of guidelines for remuneration of senior executives
A Remuneration Committee elected from within the Board’s ranks is assigned the task of preparing guidelines for salaries and other employment conditions for the CEO and other senior executives and presenting proposals to the Board for a decision on such matters. The Board is to determine the salary and other remuneration paid to the CEO. The CEO is to determine the salary and other remuneration paid to other senior executives in accordance with the Board’s guidelines. The term “other senior executives” refers to individuals who, in addition to the CEO, constitute Group Management. Basic remuneration levels are to be consistent with market terms. Remuneration consists of a fixed basic salary, any variable remuneration calculated on the basis of predetermined targets, other benefits, pension and financial instruments in the form of warrants. The division between fixed salary and variable remuneration is to be proportionate to the executive’s responsibilities and authorities. The variable remuneration for the CEO and other senior executives may not exceed 50% of their fixed salary. Pension terms are to be based on defined-contribution pension solutions. The period of notice in case of termination by the Company may not exceed six months. During the period of notice of up to six months, the employee receives a full salary and employee benefits. Decisions regarding share-based and share price-based incentive schemes are made by the general shareholders’ meeting. In individual cases and where specific reasons exist, the Board may deviate from the above guidelines.
Item 16 – The Board of Directors’ motion concerning authorization of the Board to decide on a new issue of shares with or without preferential rights for shareholders
The Board of Directors proposes that the Annual General Meeting authorizes the Board to, on one or more occasions for the period up to the next Annual General Meeting, resolve on new share issue(s) totaling not more than 7,000,000 shares and subject to the limits stipulated by the Articles of Association. New share issue(s) shall be possible with or without preferential rights for shareholders, and with payment through contribution in kind, by set-off or on terms in accordance with Chapter 2, Section 5, Paragraph 2, Subsections 1-3 and 5 of the Swedish Companies Act. New share issue(s) in accordance with this authorization shall be on market terms. The purpose of the authorization is to provide the Board with flexibility in order to finance and further facilitate expansion, organically as well as through acquisitions. The reason to disapply the preferential rights is that the Board deem it to be of strategic importance to the company to broaden the distribution of ownership which is possible by directing new share issue(s) to Swedish and international institutional investors.
Item 17 – Minor adjustments
It is proposed that the Annual General Meeting authorise the Board or the party appointed by the Board to make minor adjustments to the resolutions passed at the Annual General Meeting should they be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
C. Disclosures, documentation and number of shares and votes
For a valid resolution pursuant to Item 16 above, the resolution must have the support of not less than two-thirds of both the votes cast and the number of shares represented at the Annual General Meeting.
If requested by a shareholder and if the Board believes that such action can take place without any material harm to the Company, the Board and CEO are to provide disclosures about circumstances that may influence the assessment of an item of business on the agenda, circumstances that may affect the Company’s financial position, the Company’s relationship with another Group company and the consolidated financial statements.
The financial statements, auditor’s report and the Board of Directors’ complete motions for resolution as specified above, along with the statements in accordance with the Swedish Companies Act, will be available at the Company and its website, mrg.se, not later than three weeks prior to the Meeting. These documents will also be sent to shareholders requesting such documentation and who have provided their postal address.
The total number of shares and votes in the Company on the publication date of this notice was 35,849,413. The company holds no treasury shares.
Stockholm, April 2017
Mr Green & Co AB (publ)
Board of Directors
For further information, please contact:
Per Norman, CEO of Mr Green & Co AB, tel. +46 722 30 9191, email@example.com
Åse Lindskog, Director, Communication & IR, Mr Green & Co AB, tel. +46 730 24 48 72, firstname.lastname@example.org
Mr Green is a leading online gaming company with operations in 13 countries. The business concept is to offer entertainment and a first-class gaming experience in a responsible environment. The business was founded in 2007 and has developed into a well-established online gaming company with a broad customer offer and a strong globally viable brand. In 2016, Mr Green generated sales of SEK 924.5 million and the company has over 200 employees. The headquarters and technical development are based in Stockholm, and operations in Malta. Mr Green has gaming licences in Malta, UK and Italy. The company is listed on Nasdaq Stockholm’s main market.