Notice of the 2019 Annual General Meeting of Shareholders of Angler Gaming plc
Annual General Meeting (AGM) will take place on 7th June 2019 in Stockholm
The shareholders of Angler Gaming PLC (the ‘Company’) are hereby invited to the Annual General Meeting of shareholders to be held on 7th June 2019 at 10:00 at Radisson Blu Waterfront Hotel Stockholm & Waterfront Congress Centre situated at Nils Ericsons Plan 4, 111 64 Stockholm, Sweden.
Shareholders who wish to attend the Annual General Meeting (the ‘AGM’) must (I) Be entered in the register of shareholders held by Euroclear Sweden AB on the 31st May 2019 (the record date); and (II) Notify the Company of their intention to participate in the AGM by not later than by 15:00 on 4th June 2019.
Notice of participation at the meeting shall be made in writing to the Company by sending an email to firstname.lastname@example.org, provided that:
- if a shareholder appoints a proxy, then in addition to I. and II. above the shareholder must submit duly filled in and signed proxy form by (a) scanning and sending it to email@example.com and (b) sending a signed proxy by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta, which form must be received by not later than 10:00 on 5th June 2019,
- if a shareholder is a corporate entity, then in addition to I. and II. above, the shareholder must submit a duly filled in and signed resolution, certificate of registration or equivalent document evidencing the representative’s authority to represent the shareholder by (a) scanning and sending it to firstname.lastname@example.org and (b) sending a signed resolution, certified copy of a certificate of registration or equivalent document by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta, which must be received by not later than by 15:00 on 4th June 2019.
When giving notice of participation, the shareholder must state either (a) name, social security number or passport number, nationality or (b) company registration number, and (in each case of (a) and (b)) address, telephone number and shareholding.
Proxy forms and instructions for corporate shareholders are available on the Company’s website www.anglergaming.com/investor-relations/. A Proxy does not need to be a shareholder in the Company.
Shareholders or their authorized representatives or proxies must present their personal identification document for verification purposes to be allowed to attend and vote at the meeting.
In order to participate in the AGM, shareholders who hold their shares through nominees (Sw. fövaltare) must request a temporary registration of the shares in their own name with Euroclear Sweden AB. Shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB by the 31st May 2019 and therefore shareholders who wish to obtain such registration must contact the nominee regarding this well in advance of the 31st May 2019.
- Opening of the Meeting
- Confirmation of Chairman of the Board of Directors acting as Chairman of the Meeting
- Preparation and approval of the register of shareholders entitled to vote at the Meeting
- Determination of whether the Meeting has been duly convened
- Approval of the agenda
- Election of one or two person/s to check the minutes
- Statement by the Chief Executive Officer
- Presentation of the Company’s Annual Report and Auditor’s Report, the Group Annual Report and the Group Auditor’s Report
- Resolution to approve the Annual Report and Auditor’s Report, including the Income Statement and the Balance Sheet of the Company and the Group
- Resolution to approve distribution by the Company of a dividend to shareholders in accordance with the approved Balance Sheet
- Determination of the number of members of the Board of Directors and election of members to the Board of Directors, Chairman of the Board of Directors and appointment of auditor
- Determination of the fees to be paid to the members of the Board of Directors and the auditor
- Closing of the Meeting
PROPOSALS AND DRAFT SHAREHOLDERS RESOLUTIONS
APPROVAL OF AUDITED ACCOUNTS (ITEM 9 OF AGENDA)
The Board approved the Audited Accounts for financial year ending 31st December 2018 and recommends to the shareholders to approve the Audited Accounts as presented.
DRAFT ORDINARY RESOLUTION 1/2019:
The shareholders have resolved to approve the Audited Accounts of the Company and the Group for financial year ending 31st December 2018.
APPROVAL OF DISTRIBUTION OF A DIVIDEND (ITEM 10 OF AGENDA)
The Board proposes, in accordance with the Audited Accounts for financial year ending 31st December 2018 and in accordance with the recommendation as set forth in the Annual Report, the payment of a final gross ordinary dividend of approximately EUR 3,374,325, corresponding to EUR 0.045 per share, to the shareholders of the Company for the financial year ending 31st December 2018, with the record date for the entitlement to the dividend being 11th June 2019. Angler Gaming Plc will not compensate for currency exchange costs.
DRAFT ORDINARY RESOLUTION 2/2019:
The shareholders have resolved to approve the payment of a final gross ordinary dividend of approximately EUR 3,374,325, corresponding to EUR 0.045 per share and without compensation for the currency exchange costs, for the financial year ending 31st December 2018, with the record date for the entitlement to the dividend being 11th June 2019.
ELECTION OF THE MEMBERS TO THE BOARD, BOARD REMUNERATION, APPOINTMENT OF AUDITOR AND AUDITOR’S REMUNERATION (ITEMS 11-12 OF AGENDA)
All current members of the Board shall resign at the AMG and will stand for re-election for the period until the end of the next AGM. The proposed draft resolution 3/2019 may be amended in view of and to give effect to the Article 53.1 of the Articles of Association of the Company.
It is proposed to allocate the amount not exceeding EUR 150,000.00 per annum for Board’s remuneration for the ordinary duties of directors.
The current appointment of the auditor terminates at this AGM and the Board proposes to reappoint the current auditor of the Company for the financial year 2019. The Board further recommends that the auditor’s fees shall be payable in accordance with approved invoices.
DRAFT ORDINARY RESOLUTION 3/2019:
The shareholders have resolved to reappoint the current Board members to serve for another year and the current chairman to serve for another year. The shareholders have resolved to allocate the amount not exceeding EUR 150,000.00 per annum for Board’s remuneration covering the ordinary duties of directors.
DRAFT ORDINARY RESOLUTION 4/2019:
The shareholders have resolved to reappoint the current auditor of the Company. The auditor’s fees shall be payable in accordance with approved invoices.
Documents and other information
A copy of the Audited Accounts for financial year ending 31 December 2018, the Company’s Articles of Association, proxy form and instructions to corporate shareholders are available at the Company’s address as set out above and on the Company’s website www.anglergaming.com/investor-relations/. These documents will also be sent to those shareholders who so request and provide their postal address. Copies will also be available at the AGM.
Number of shares and votes
The number of issued shares in the Company at the date of this notice is 74,984,995 ordinary shares with one (1) vote per share, therefore representing a total of 74,984,995 votes.
Collection and Use of Personal Data
Personal data submitted by the shareholders through notification of attendance and proxy forms in connection with their participation at the annual general meeting will be processed by the Company in accordance with the General Data Protection Regulation solely for the purposes of handling shareholders’ requests and holding and keeping proper records of the annual general meeting, which is a compulsory event for the Company to hold. Any complaints with regards to the Company’s handling of personal data can be lodged with the Information and Data Protection Commissioner. For further information on how Angler Gaming handles personal data, please contact us at email@example.com.
Malta, May 2019
Board of Directors, Angler Gaming plc