Report from Mr Green & Co AB’s Annual General Meeting 2016
The Annual General Meeting of Mr Green & Co AB was held on 21 April 2016. The most important resolutions from the Meeting are summarised below.
Resolution concerning Annual Report and discharge from liability
The Annual General Meeting resolved to adopt the submitted Annual Report and discharge the Board and the CEO from liability for the 2015 financial year.
Resolution concerning remuneration of the Board of Directors and auditors
The Annual General Meeting resolved to approve the proposed remuneration of the Board of Directors and auditors.
Resolution concerning election of Board Members and auditor
The Annual General Meeting resolved to re-elect Board Members Henrik Bergquist, Andrea Gisle Joosen, Kent Sander and Tommy Trollborg, and to elect Eva Lindqvist and Danko Maras as new Board Members. Kent Sander was elected the new Chairman. Board Member Mikael Pawlo declined re-election and Tommy Trollborg declined re-election as Chairman of the Board.
The Annual General Meeting resolved to elected audit company Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the 2017 Annual General Meeting. The audit company stated that Bo Åsell will be Auditor in Charge.
Resolution concerning the Nomination Committee
The Annual General Meeting resolved that the Nomination Committee until the 2017 Annual General Meeting comprise Chairman Kent Sander, Dimitrij Titov and Mikael Pawlo. The Nomination Committee’s period in office extends until such time as a new Nomination Committee is appointed.
Resolution concerning guidelines for remuneration of senior executives
The Annual General Meeting adopted the proposed guidelines for remuneration of senior executives.
Resolution concerning the issue of warrants and resolution on approval of transfer of warrants to senior executives
The Annual General Meeting resolved that the Company issue a maximum of 1,020,000 warrants. The right of entitlement to subscribe for warrants, by disapplying shareholders’ preemptive 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 Annual General Meeting. 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 in the Company. Shares can be subscribed for in accordance with the terms and conditions of the warrants during the period from and including 22 April 2019 up to and including 22 May 2019. 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 AktieTorget during the ten trading days immediately preceding the implementation of the option programme. The Meeting authorised the Board to decide on a suitable time to implement the option programme on the condition that such implementation takes place not later than two months from the date of the Meeting. The increase in the Company’s share capital on full exercise of the warrants amounts to a maximum of SEK 1,020,000, corresponding to a dilution of approximately 2.77 per cent of the total number of shares in the Company and approximately 2.77 per cent of the total number of votes in the Company. Including outstanding options in the previous option programme and options that may be issued to Board Members, the maximum aggregate dilution is 7.20 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 an options 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 Meeting approved the Subsidiary’s transfer of 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 |
| A (CEO of Mr Green & Co AB and CEO of Mr Green Ltd) | 250,000 | 500,000 | 2 |
| B (CFO of Mr Green & Co AB) | 80,000 | 80,000 | 1 |
| C (Senior executives with significant income responsibility or responsibility for strategically important areas or the CEO of important subsidiaries) | 40,000 | 440,000 | 11 |
| D (Senior executives) | 20,000 | 120,000 | 6 |
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.
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 21 June 2016 and in blocks corresponding either to the higher number of warrants offered or reduced by blocks of 10,000 warrants. Warrants are allotted in whole blocks of 10,000 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.
C. The Meeting tasked 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.
Resolution concerning the issue of warrants and resolution on approval of transfer of warrants to Board Members
Following the proposal from major shareholders representing approximately 35 per cent of the shares and votes in the Company (the “Proposers”), the Annual General Meeting resolved that the Company issue a maximum of 360,000 warrants The right of entitlement to subscribe for warrants, by disapplying shareholders’ preemptive 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 21 June 2016. 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 in the Company. Shares can be subscribed for in accordance with the terms and conditions of the warrants during the period from and including 22 April 2019 up to and including 22 May 2019. 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 AktieTorget during the period from and including 7 April 2016 up to and including 20 April 2016. The increase in the Company’s share capital on full exercise of the warrants amounts to a maximum of SEK 360,000, 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 the previous option programme and options that may be issued pursuant to pursuant to item 16 above, the maximum aggregate dilution is 7.20 per cent.
The purpose of the incentive program and the reason for disapplying shareholders’ preemptive rights is to attract, motivate and retain Board Members with the required skills and experience. Furthermore, the Proposers assess that it is beneficial to the Company and its shareholders that the Board Members have a financial interest in the Company, comparable to the shareholders’ interest.
B. The Meeting approved the Subsidiary’s transfer of warrants on the following terms and conditions.
The Board of the Company is to instruct the Subsidiary to transfer the warrants to the Board Members elected at the 2016 Annual General Meeting and to any Board Members that may be elected during the period until the 2017 Annual General Meeting (“the Board Members”). The Chairman of the Board is thus entitled to 200,000 warrants and the other current and any future Board Members are entitled to 40,000 warrants each. The right to acquire warrants is conditional upon the Board Member at the time of acquisition, having entered into an agreement containing, inter alia, a right of first refusal provision of the Company.
Allotment requires both that warrants can be legally acquired and that 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 21 June 2016 and amount to the number of warrants offered to each Board Member. Warrants are to be allotted in accordance with the application. 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.
C. The Meeting tasked 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.
Statutory Board meeting
At the statutory Board meeting following the Annual General Meeting, Eva Lindqvist, Danko Maras and Tommy Trollborg were elected members of the Audit Committee, with Eva Lindqvist as Chairman of the Committee. The Remuneration Committee comprises Kent Sander and Andrea Gisle Joosen, with Kent Sander as Chairman of the Committee.
The Board also resolved to execute the option programme for senior executives resolved by the Meeting.
For further information:
Per Norman, CEO Mr Green & Co AB, phone +46 (0) 72 230 91 91
per.norman@mrgco.se
Mr Green & Co AB - a Swedish company owning, acquiring and developing leading online gaming companies. The core investment is the online gaming company Mr Green Ltd. Mr Green & Co AB is listed on Swedish AktieTorget since 2013.