Bulletin from the Annual General Meeting in Betsson AB (publ)
At the Annual General Meeting (the “AGM”) in Betsson AB (publ) on 7 May 2019 the shareholders adopted the following main resolutions:
- The AGM adopted the presented annual report and discharged the members of the Board of Directors and the CEO for liability in respect of the financial year 2018.
- The AGM approved the proposal by the Nomination Committee regarding remuneration to the Board of Directors and the auditor.
- The AGM resolved to re-elect Patrick Svensk, Fredrik Carlsson, Mathias Hedlund, Johan Lundberg, Jan Nord and Kicki Wallje-Lund as members of the Board of Directors. Eva Leach was elected new member of the Board of Directors. Patrick Svensk was elected Chairman of the Board of Directors.
- The AGM approved the proposal by the Nomination Committee regarding principles for the establishment of the Nomination Committee in relation to the AGM 2020.
- The AGM approved the Board of Directors’ proposal regarding guidelines for the remuneration of senior executives.
- The AGM resolved in accordance with the proposals by the Board of Directors to establish two incentive programmes under which the Company invites 13 senior executives and other key employees to either purchase transferable options or be granted stock options in the Company.
- To ensure delivery of shares or at least to hedge the Company’s costs, including social security costs, in accordance with the proposed incentive programmes above, the AGM resolved to authorise the Board of Directors to resolve on a directed issue of Class C shares to a bank or a securities company. Further, it was resolved to authorize the Board of Directors to resolve to repurchase shares held by of the subscriber. The Class C shares shall during the term of the options be held by the Company. Upon exercise of warrants or stock options the required number of Class C shares will, after conversion to Class B shares, be transferred to participants in accordance with the terms of the options, alternatively held to hedge the costs of the programme, including social security costs.
- The AGM resolved on a share split with automatic redemption of shares. The redemption of shares programme means that approximately SEK 538.4 million, corresponding to SEK 3.89 per share, will be distributed to the shareholders of the Company. The adopted resolutions regarding share split and redemption of shares included the following:
(i) A resolution on a share split (2:1), where each existing share (irrespective of series of share) is divided into two shares. One of these shares will be a so called redemption share. The record date for the share split is 15 May 2019.
(ii) A resolution to reduce the share capital through an automatic redemption programme, whereby 16,260,000 Class A shares, 122,155,730 Class B shares and 6,077,508 Class C shares is redeemed with repayment to the shareholders. No redemption price will be paid for any redemption shares of Class A, Class B or Class C that are held by the Company.
(iii) A resolution to increase the share capital through a bonus issue, whereby the share capital of the Company is restored to its original amount prior to the resolution to decrease the share capital.
Trading in redemption shares will take place from 17 May 2019 up to and including 31 May 2019. The record date for the redemption of shares is 4 June 2019. Payment is expected to be made through Euroclear Sweden AB on 11 June 2019.
- The AGM resolved to authorise the Board of Directors to resolve to repurchase, on one or several occasions prior to the next AGM, as many shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. Further, it was resolved to authorise the Board of Directors to resolve on the transfer of the Company’s own shares, as payment upon the acquisition of companies or businesses, at a price equivalent to the quoted share price at the time of transfer. The authorisation to transfer own shares is limited whereby the Board of Directors may not resolve on the transfer of more than 14.4 million Class B shares also taken into consideration any shares issued by the Board of Directors under the authorisation pursuant to the item below.
- The AGM further resolved to authorise the Board of Directors to resolve, on one or several occasions prior to the next AGM, to issue shares and/or convertible bonds for payment in kind or by way of set-off, that involve the issue of or conversion into up to 14.4 million Class B shares (corresponding to a dilution of approxima-tely 10.0 per cent of the share capital and of approximately 5.1 per cent of the shareholders votes). The authorisation above shall be limited whereby the Board of Directors may not resolve to issue shares and/or convertible bonds that involve the issue of or conversion into more than 14.4 million Class B shares also taken into consideration any shares transferred by the Board of Directors under the authorisation to transfer shares described above.
For further information, please contact:
Pontus Lindwall, CEO and President Betsson AB
+46 (0)8 506 403 00
Johan Fagerlund, Legal Counsel Betsson AB
+46 (0)735 405 628, firstname.lastname@example.org