ANNOUNCEMENT FROM FROM ANNUAL GENERAL MEETING OF NET GAMING EUROPE AB (PUBL)
Net Gaming Europe AB (publ), 556693-7255, held its annual general meeting by postal voting only on Thursday 25 June 2020 where mainly the following resolutions were adopted.
The income statement and the balance sheet for the company and the group regarding the financial year 2019 were adopted by the annual general meeting and it was resolved that the company's result shall be carried forward and no dividend shall be paid for the financial year 2019.
The directors of the board and the CEO were discharged from liability for the 2019 financial year.
The meeting resolved that a fee of SEK 160,000 shall be paid to each of the members of the board of directors who are not employed by the company. Further, the meeting resolved that a fee of SEK 40,000 shall be paid to the chairman of the Remuneration or Audit Committee and that a member of the Remuneration or Audit Committee shall be paid a fee of SEK 20,000. It was resolved that remuneration to the auditors shall paid according to approved account.
The meeting resolved to re-elect Henrik Kvick, Jonas Bertilsson, Fredrik Rüdén and Peter Åström as well as elect Kim Mikkelsen as directors of the board. Henrik Kvick was re-elected as chairman of the board. The accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected as auditor and have stated that Aleksander Lyckow will continue as auditor in charge.
The meeting resolved, in accordance with the proposal of the board of directors, to adopt new guidelines regarding remuneration to the CEO and other members of the executive management.
The meeting resolved to authorise the board of directors to issue not more than 60 million new shares. The share issue may be in cash, with the conditions that new shares are paid for in kind or by set-off, or otherwise in accordance with Chapter 13, section 5, first paragraph (6) of the Companies Act. The share issue may be with or without preferential rights for the company’s shareholders and on one or more occasions in the period up to the next annual general meeting. The purpose of the authorisation is to strengthen the company’s cash in a time-effective way or to facilitate acquisitions for which payment is in cash or with own shares.
The meeting resolved to adopt new articles of association in accordance with the proposal regarding change of company name to ACROUD AB.
The meeting resolved to implement a stock option program for senior executives and key personnel in the company's subsidiaries ("Employee Stock Option Program"). Not more than 2,500,000 stock options may be issued and shall be offered to employees in subsidiaries to the company, subject to the employees not being tax residents in Sweden, in accordance with the following allocation: the Company's CEO shall receive no more than 750,000 employee stock options, three (3) members of executive management shall receive no more than 250 000 employee stock options each and ten (10) key employees shall receive no more than 100,000 employee stock options each. The board of directors shall decide upon the allotment within the aforementioned limits.
Each employee stock option entitles to acquisition of one (1) new share in the company at an exercise price corresponding to 150 per cent of the volume weighted average price for shares in the company according to Nasdaq First North Premier Growth Market's official market report during a period of time starting 26 June 2020, ending 9 July 2020. The employee stock options can be exercised to acquire shares during the time period starting 15 July 2023, ending 15 August 2023.
In order to deliver the shares as per the Employee Stock Option Program, the meeting resolved to issue not more than 2,500,000 warrants of series 2020/2023. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the fully owned subsidiary of the company, Rock Intention Malta Ltd. The meeting resolved to approve that the subsidiary may transfer the warrants free of charge to the participants of the Employee Stock Option Program.
If the issue is fully subscribed and all warrants are exercised for subscription of shares, the company's share capital will increase with approximately EUR 63,246 divided on 2,500,000 shares (subject to any re-calculation of the number of shares under the terms and conditions), corresponding to a dilution of approximately 3.3 percent of the number of outstanding shares and votes in the company on the day of the notice to the annual general meeting.
For further information please contact:
Robert Andersson, President and CEO
+356 9999 8017
Gustav Vadenbring, CFO
+356 9967 6001
Net Gaming Europe AB (publ)
Telephone: +46 8 410 380 44
Certified Adviser: FNCA Sweden AB, firstname.lastname@example.org, +46 8 528 00 399
About Net Gaming
Net Gaming owns, operates and develops high-quality comparison sites, mainly in iGaming affiliation, for the purpose of helping our partners by channeling high-quality users to the Company’s customers – primarily iGaming operators. Through the sites, Net Gaming generates high-quality users, primarily to global iGaming operators. The Company, which was founded in 2003, has just over 70 employees and is headquartered in Malta. The share (NETG) is listed on Nasdaq First North Growth Market Premier. Certified Adviser: FNCA Sweden AB, email@example.com, +46 8 528 00 399