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 (“AGM”) on Monday, 7 May 2018 at 4.00 p.m. at Epicenter, Mäster Samuelsgatan 36 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 Monday, 30 April 2018, and notify the Company of their participation not later than 30 April 2018: Notice of attendance at the Meeting is to be provided in writing to: Mr Green & Co AB, Att: Annual General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 8 402 92 78 or via Mr Green & Co’s website mrg.se.

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 to participate in the Meeting. Such re-registration must be completed by 30 April 2018, and the nominee must thus be informed well in advance of this date.

B. Items of business at the Meeting
Proposed agenda
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) Board of Directors’ motion for resolution concerning a share split and automatic redemption procedures involving:

       a) resolution regarding amendment of the Articles of Association

       b) resolution regarding the implementation of the share split

       c) resolution regarding amendment of the Articles of Association

       d) resolution regarding reduction of share capital through automatic redemption of shares, and

       e) resolution regarding increase of share capital through bonus issue

17) Board of Directors’ motion for resolution concerning the issue of warrants and resolution on approval of transfer of warrants, etc.

18) Board of Directors’ motion concerning authorisation for the Board, for the period until the next AGM, to decide on a new share issue with or without preferential rights for shareholders.

19) 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

20) Closing of the meeting

Motions for resolution, etc.

The Nominating Committee’s proposals relating to Items 2, 10-14 on the agenda
The members of the Nominating Committee were appointed in accordance with the resolution of the 2017 AGM. The current Nominating Committee comprises Dimitrij Titov, Oscar Malmqvist, Yvonne Sörberg 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 five (5) 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 2,050,000, of which SEK 750,000 to the Chairman of the Board and SEK 325,000 to each of the other Board members. In addition, fees of SEK 460,000 are proposed to be paid for Committee work, distributed as follows:

Audit Committee: SEK 150,000 to the Chairman and SEK 100,000 to other Committee members.

Remuneration Committee: SEK 50,000 to the Chairman and SEK 30,000 to other Committee members.

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 Henrik Bergquist, Andrea Gisle Joosen, Eva Lindqvist, Kent Sander and Tommy Trollborg. Kent Sander is proposed for re-election as Chairman of the Board. Danko Maras has declined re-election.

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 2019 AGM. On the condition that the Nominating Committee’s proposal is adopted by the AGM, the accounting firm has stated that Niklas Renström will be appointed Auditor in Charge. Information about Öhrlings PricewaterhouseCoopers AB and Niklas Renström 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 AGM.

The Nominating Committee elects its members based on the largest registered shareholders in terms of votes or otherwise known 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 Company does not pay any fees for Nominating Committee work. However, the members of the Nominating Committee are entitled to remuneration for reasonable outlay and expenses deemed necessary for the Committee’s work.

The Nominating Committee is to draft proposals on the following issues for resolution by the 2019 AGM:

  • a candidate for Chairman of the Meeting
  • candidates for the Board of Directors
  • a candidate for Chairman of the Board
  • candidates for auditors
  • directors’ fees
  • auditors’ fees
  • principles for the appointment of the next Nominating Committee

The Board of Directors’ motions for resolution concerning Items 9b, 15-19 on the agenda

Item 9 b – Appropriation of the Company’s profits

The Board of Directors proposes that no dividend be paid for the 2017 financial year. The Board of Directors has instead proposed a redemption procedure as specified in Item 16 below.

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 Board motions for resolution on such matters. The Board makes decisions on 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 on share and share price-related incentive schemes are made by the general meeting of shareholders. In individual cases and under special circumstances, the Board may deviate from the aforementioned guidelines.

Item 16 – Board of Directors’ motion for resolution concerning a share split and automatic redemption procedures

The Board of Directors proposes that the AGM pass a resolution on an automatic redemption procedure in accordance with the conditions presented in Items 16 a) to 16 e) below. It is proposed that all the resolutions be contingent upon each other and that they are passed together as a single motion. For valid resolutions, 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 Meeting.

resolution regarding amendment of the Articles of Association (Item 16 a)

The Board of Directors proposes that the AGM pass a resolution to amend the Articles of Association, whereby the limits on the share capital and the number of shares in the Company are changed to the following new wording.

Article 4 Share capital

The share capital shall be not less than SEK 30,000,000 and not more than SEK 120,000,000.

Article 5 Number of shares

The number of shares in the Company shall not be less than 30,000,000 and not more than 120,000,000.

resolution regarding the implementation of the share split (Item 16 b)

The Board of Directors proposes that the AGM pass a resolution to implement a split of the Company’s shares, known as a share split, whereby one existing share in the Company is split into two shares, one of which will constitute what is known as a “redemption share.” The Board of Directors proposed that the record date for the share split be on 25 May 2018. After the share split, the total number of shares in the Company will be 81,698,826.

resolution regarding amendment of the Articles of Association (Item 16 c)

The Board of Directors proposes that the AGM pass a resolution to amend the Articles of Association, whereby the limits on the share capital and the number of shares in the Company are changed to the following new wording.

Article 4 Share capital

The share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000.

Article 5 Number of shares

The number of shares in the Company shall not be less than 15,000,000 and not more than 60,000,000.

resolution regarding reduction of the share capital through automatic redemption of shares (Item 16 d)

The Board of Directors proposes that the AGM pass a resolution to reduce the share capital by SEK 20,424,706.50 through a withdrawal of 40,849,413 shares for repayment to shareholders. If the number of shares in the Company increases prior to the record date of the share spilt under Item 16 b) above, the motion for resolution regarding the reduction in share capital shall be deemed to have been adjusted such that the reduction amount will increase by SEK 0.50 for each such new share in the Company. Furthermore, the number of shares subject to withdrawal shall be increased by the corresponding number of new shares. The shares that are to be withdrawn consist of the shares that, after the share split is implemented as specified above, are designated redemption shares in Euroclear Sweden AB’s system. Payment for each redemption share shall be SEK 1.30, which exceeds the share’s quotient value by SEK 0.80 after the share split. The redemption liquidity thus totals not more than SEK 53,104,236.90. The Board of Directors proposes that trade in redemption shares be conducted during the period from and including 30 May 2018 up to and including 15 June 2018. The Board of Directors further proposes that 19 June 2018 be the record date for the withdrawal of redemption shares. Payment is expected to be implemented through Euroclear Sweden AB on 25 June 2018.

resolution regarding increase of share capital through bonus issue (Item 16 e)

To effect a time-efficient redemption procedure without requirements for a permit from the Swedish Companies Registration Office or a general court, the Board of Directors proposes that the AGM pass a resolution to restore the Company’s share capital to its original amount by increasing the share capital by SEK 20,424,706.50 through a bonus issue, through transfers from the Company’s unrestricted equity to the Company’s share capital. No new shares are to be issued in connection with the increase of the share capital. If the number of shares in the Company increases prior to the record date of the share spilt under Item 16 b) above, the motion for resolution regarding the reduction in share capital shall be deemed to have been adjusted such that the reduction amount will increase by SEK 0.50 for each such new share in the Company.

Item 17 – Resolution concerning the issue of warrants and resolution on approval of transfer of warrants, etc.

A. The Board of Directors proposes that the Company issue a maximum of 408,000 warrants. The right of entitlement to subscribe for warrants, by disapplying shareholders’ preferential rights, is to accrue to Mr Green & Co Optionsbärare AB, Corporate Registration Number 556961-2228 (“the Subsidiary”), a wholly owned subsidiary of the Company. Subscription is to take place not later than two months from the date of the AGM. The warrants will be issued free of charge. The Subsidiary will transfer the warrants in accordance with what is stipulated in section B below.

Each warrant entitles the holder to subscribe for one new share of the company. Subscriptions for shares in accordance with the terms and conditions of the warrants may be made during the period from 8 May 2021 through 8 June 2021. The subscription price is to comprise an amount corresponding to 130 per cent of the volume-weighted average price paid for the shares in the Company listed on Nasdaq Stockholm during the ten trading days immediately preceding the implementation of the warrant programme. The Board proposes that the AGM authorise the Board to decide on a suitable time to implement the warrant programme on the condition that such implementation takes place not later than two months from the date of the AGM. The increase in the Company’s share capital on full exercise of the warrants amounts to a maximum of SEK 408,000, corresponding to a dilution of approximately 0.99 per cent of the total number of shares in the Company and approximately 0.99 per cent of the total number of votes in the Company. Including outstanding options in previous warrant programmes, the maximum aggregate dilution is 4.19 per cent.

The Board of Directors has made the assessment that it will be advantageous for the Company and its shareholders to involve certain senior executives of the Company and its Swedish and Maltese subsidiaries in the Group’s performance by offering them the opportunity to acquire warrants on the basis of a warrant programme in the manner stated herein. A personal, long-term ownership arrangement among the eligible participants can be expected to stimulate a greater interest in the operations and its earnings trend, and to enhance motivation and a feeling of affinity with the Company.

B. The Board proposes that the AGM approve the Subsidiary’s transfer of the warrants on the following terms and conditions.

The right of entitlement to acquire warrants from the Company is, in accordance with the instructions of the Company’s Board, to accrue to certain existing and new senior executives and key individuals in the Company and its Swedish and Maltese subsidiaries in the following categories:

Category Maximum no. ofwarrants per person Maximum no. of warrants per category Maximum no. of persons
1 (CEO of the Company and CEO of Mr Green Ltd) 34,000 68,000 2
2 (Senior executives with significant income responsibility or responsibility for strategically important areas or the CEO of important subsidiaries) 17,000 238,000 14
3 (Others key persons) 8,500 102,000 12

In the event that there are warrants outstanding in one or more of the categories, these warrants are to be offered to other employees in each other category, while observing the maximum number of warrants per person and the maximum number of persons in each category. The terms and conditions for these acquisitions are to be the same or equivalent as those stated here. This means, for example, that acquisitions are to take place at the current market value at the time. The right to acquire warrants is conditional upon the senior executive at the time of acquisition, having entered into an agreement containing, inter alia, a right of first refusal provision of the Company. The Company reserves the right to buy back warrants at market price if the holder wishes to sell the warrants or if employment ends.

Allotment requires both that warrants can be legally acquired and that, in the Board’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. Applications for acquisition of warrants must be submitted not later than 6 July 2018 and in blocks corresponding either to the higher number of warrants offered or reduced by blocks of 8,500 warrants. Warrants are allotted in whole blocks of 8,500 warrants.

Warrants are to be transferred on market-based terms and conditions at a price determined on an estimated market value for the warrants by applying the Black & Scholes valuation model calculated by an independent valuation agency. The Board of the Company is to be able to cancel warrants that are not transferred to employees or warrants that are not re-purchased from employees. Such cancellation is to be registered with the Swedish Companies Registration Office.

The participants in the warrant programme will acquire the warrants at market value. This means that the programme will not entail any personnel costs in accordance with IFRS 2.

The Company’s Remuneration Committee has designed an incentive programme in consultation with external advisors in the form of Novare Pay Consulting and Deloitte. The incentive programme was studied by the Board at Board meetings and discussed and confirmed with the Company’s major shareholders, who support the proposal.

C. The Board proposes that the AGM task the Board of the Company to execute the resolution under Item A above and ensure that the Board of the Subsidiary carries out the transfers of warrants in accordance with Item B above.

Item 18 – Board of Directors’ motion concerning authorisation for the Board, for the period until the next AGM, to decide on a new share issue with or without preferential rights for shareholders.

The Board proposes that the AGM authorise the Board, on one or more occasions for the period up to the next AGM, to resolve on new share issue(s) totalling not more than 4,000,000 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 authorisation shall be on market terms. The purpose of the authorisation and the reason for the deviation from shareholders’ preferential rights is to provide the Board with the flexibility to finance and further facilitate expansion, organically as well as through acquisitions.

Item 19 – Minor adjustments
It is proposed that the AGM authorise the Board or the party appointed by the Board to make minor adjustments to the resolutions passed at the AGM 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 valid resolutions pursuant to Items 16 and 18 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 AGM, and for valid resolutions pursuant to Item 17 above, the resolution must have the support of not less than nine-tenths of both the votes cast and the number of shares represented at the AGM. The General Meeting of the Subsidiary is also to approve the decision regarding transfers in accordance with Item 17 B above.

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 40,849,413. The company holds no treasury shares.

____________________

Stockholm, April 2018

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, per.norman@mrg.se

Åse Lindskog, Director Communications and IR, tel. +46 730 24 48 72, ase.lindskog@mrg.se

Mr Green is a leading online gaming company with operations in twelve 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 2017, Mr Green generated sales of SEK 1,192.0 million and the company has over 300 employees. The headquarters and technical development are based in Stockholm, and operations in Malta. Mr Green has gaming licenses in Malta, UK, Italy, casino license in Denmark and Sportsbook license in Ireland. The company is listed on Nasdaq Stockholm’s Mid Cap segment. Read more at www.mrg.se

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About Us

MRG is a fast-growing, innovative iGaming Group with operations in 13 markets. MRG offers a superior experience in a Green Gaming environment. MRG was founded in 2007 and operates the iGaming sites Mr Green, Redbet, Winning Room, Bertil, MamaMiaBingo, BingoSjov, BingoSlottet and 11.lv. The Group had a turnover of SEK 1,192.0 million in 2017 and has over 300 employees. MRG has gaming licenses in Italy, Latvia, Malta, the UK, casino license in Denmark and Sportsbook license in Ireland. MRG is listed on Nasdaq Stockholm in the Mid Cap segment under the name Mr Green & Co AB (ticker MRG). Read more at www.mrggroup.com.