Notice of Annual General Meeting of Mr Green & Co AB
The shareholders of Mr Green & Co AB (publ), Corporate Registration Number 556883-1449 (“the Company”) are hereby invited to the Annual General Meeting on Thursday, 23 April 2015 at 5.30 p.m. at the Best Western Premier Hotell Kung Carl, Birger Jarlsgatan 21 in Stockholm, Sweden.
A. Right to participate in the Meeting
Shareholders who wish to participate in the Meeting must be included in the shareholders’ register maintained by Euroclear Sweden AB as of Friday, 17 April 2015, and notify the Company of their participation not later than 17 April 2015 at the following address: 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 www.mrgco.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 17 April 2015, and the nominee must thus be informed well in advance of this date.
B. Items of business at the Meeting
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two officers to verify the minutes
- Determination of whether the Meeting has been duly convened
- CEO’s presentation
- Presentation of the submitted Annual Report and the Auditor’s Report, and the Consolidated Financial Statements and the Group Auditor’s Report
- 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
- Determination of the number of Board members
- Determination of remuneration of the Board of Directors
- Determination of remuneration of the auditor
- Election of Board members and auditor
- Resolution concerning the Nomination Committee
- Board of Directors’ motion concerning approval of guidelines for remuneration of senior executives
- Motion 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
- Board’s 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
- Closing of the meeting.
Motions for resolution, etc.
The Nomination Committee’s proposals relating to Items 2, 10–14 on the agenda
The Nomination Committee’s motions for resolution in relation to items 2 and 10-14 on the agenda will be published in a separate press release as soon as possible.
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 2014 financial year. The Board of Directors has 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 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 market based. Remuneration comprises a fixed basic salary, variable remuneration calculated according to 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. Pensions are to be based on defined-contribution solutions. The period of notice from the company is not to exceed six months. During the notice period of not more than six months, full salary and employment benefits are to be paid. Decisions regarding share and share-price-based incentive programmes are made by the General Meeting. In individual cases and if specific reasons exist, the Board of Directors may deviate from the above guidelines.
Item 16 – Motion concerning a share split and automatic redemption procedures
The Board of Directors proposes that the Annual General Meeting 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 Annual General Meeting 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 Annual General Meeting 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 13 May 2015. After the share split, the total number of shares in the Company will be 71,698,826.
resolution regarding amendment of the Articles of Association (Item 16 c)
The Board of Directors proposes that the Annual General Meeting pass a resolution to amend the Articles of Association, whereby the object of the Company’s operations and limits on the share capital and the number of shares in the Company are changed to the following new wording.
Article 3 Operations
The object of the Company’s operations is to, via subsidiaries or associated companies, engage in IT, software development and consulting and support activities with a focus on the gaming industry, and provide service to subsidiaries primarily in such areas as IT, finances, legal affairs, HR and administration and pursue other compatible business activities.
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 Annual General Meeting pass a resolution to reduce the share capital by SEK 17,924,706.50 through a withdrawal of 35,849,413 shares for repayment to shareholders. 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. The redemption liquidity thus totals not more than SEK 46,604,236.90. The Board of Directors proposes that trade in redemption shares is to be conducted during the period from and including 18 May 2015 up to and including 1 June 2015. The Board of Directors further proposes that 3 June 2015 shall the record date for the withdrawal of redemption shares. Payment is expected to be implemented through Euroclear Sweden AB on 8 June 2015.
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 Annual General Meeting pass a resolution to restore the Company’s share capital to its original amount by increasing the share capital by SEK 17,924,706.50 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.
Item 17 – 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 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 valid resolutions 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 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 proposals as specified above, along with related statements and reports in accordance with the Swedish Companies Act, will be available at the Company and its website, www.mrgco.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.