Bulletin from the Annual General Meeting of Betsson AB (publ) on May 5, 2021
At the Annual General Meeting of Betsson AB (publ) on May 5, 2021, the shareholders adopted the following main resolutions
- The Annual General Meeting resolved to approve the submitted annual report and to grant the Board of Directors and the President discharge from liability for the financial year 2020.
- The Annual General Meeting resolved on fees to the Board and the auditor in accordance with the Nomination Committee's proposal.
- Patrick Svensk, Fredrik Carlsson, Eva Leach, Johan Lundberg, Jan Nord and Andrew McCue were re-elected as board members. Patrick Svensk was re-elected Chairman of the Board.
- The Annual General Meeting approved the proposal by the Nomination Committee regarding principles for the establishment of the Nomination Committee in relation to the AGM 2022.
- The Compensation report was approved.
- The Annual General Meeting resolved in accordance with the Board's proposal to establish two incentive programs, which means that the company offers 14 of the Group's senior executives and other key personnel to either acquire transferable call options or be granted employee stock options in the company.
- To ensure the delivery of shares or at least secure the company's costs, including costs for social security contributions, in accordance with the incentive program as above, the Annual General Meeting resolved to authorize the Board to decide on a directed new issue of Series C shares to a bank or securities company. Furthermore, it was decided to authorize the Board to decide on the repurchase of the shares from the shareholder. The Series C shares will be held by the company during the term of the options. When exercising call options or employee stock options, the required number of Series C shares, after conversion to Series B shares, may be transferred to the participants in accordance with the terms of the options, or held to hedge costs due to the programs, including social costs.
- The Annual General Meeting resolved on the division of shares and an automatic redemption procedure. The redemption procedure means that approximately SEK 502.9 million, corresponding to SEK 3.68 per share, will be distributed to the company's shareholders. The decisions made regarding the division of shares and redemption included:
(i) Resolution on division of shares 2: 1, where each existing share (regardless of share class) is divided into two shares. One of these shares will be a so-called redemption share. The record date for the share split is May 17, 2021.
(ii) Resolution on reduction of the share capital through automatic redemption of shares, whereby 15,911,000 Series A shares, 122,504,730 Series B shares and 6,077,508 Series C shares are withdrawn for repayment to the shareholders. Any withdrawn shares of series A, series B and series C held by the company must be withdrawn without repayment.
(iii) Resolution on increase of the share capital through a bonus issue, whereby the company's share capital is restored to its original amount before the decision on reduction of the share capital.
- Trading in redemption shares will take place during the period from 19 May 2021 to 2 June 2021. The record date for cancellation of redemption shares shall be 7 June 2021. Payment is expected to be made through Euroclear Sweden AB's care on 10 June 2021.
- The Annual General Meeting resolved to authorize the Board to, until the next Annual General Meeting, on one or more occasions, decide to acquire a total of so many shares that the company's holding at any given time does not exceed 10% of all shares in the company. Furthermore, it was decided to authorize the Board to, with deviation from the shareholders' preferential rights, decide on the transfer of the company's own shares as payment for the acquisition of a company or business at a price corresponding to the share price at the time of transfer. The authorization to transfer own shares is limited in such a way that the Board may not decide on the transfer of more than 14.4 million Series B shares, taking into account any shares the Board has decided to issue on the basis of the authorization below.
- The Annual General Meeting further resolved to authorize the Board to, on one or more occasions, during the period until the next Annual General Meeting, decide on a non-cash or set-off issue of shares and / or convertibles involving the issue of or conversion to a maximum of 14.4 million shares in series B, corresponding to a dilution of about 10.0% of the capital and about 5.1% of the votes. The authorization as above is limited in such a way that the Board may not decide on the issue of shares and/or convertibles that involve the issue of or conversion to a total of a maximum of 14.4 million Series B shares, taking into account any shares the Board has decided to transfer on the basis of authorization under the preceding paragraph.
- The Annual General Meeting resolved, in accordance with the Board's proposal, that the company shall have the euro as the reporting currency as of January 1, 2022 and that a new item 3 be introduced in the Articles of Association with the following wording: "The company's accounting currency is the euro."
- In accordance with the Board's proposal, the Annual General Meeting resolved to reduce the company's share capital by an amount of SEK 1,175,600 through the cancellation of 1,763,400 Series B shares held by the company. The reduction will be implemented without repayment to the shareholders. After the reduction, the company's share capital amounts to SEK 95,153,225. The number of shares in the company will, after the reduction has taken place, amount to 142,729,838.
For further information, please contact:
Pontus Lindwall, CEO Betsson AB and President
Martin Öhman, CFO Betsson AB
+46 (0)8 506 403 00
About Betsson AB
Betsson AB (publ) is a holding company that invests in and manages fast-growing companies within online gaming. The company is one of the largest in online gaming in Europe and has the ambition to outgrow the market, organically and through acquisitions. This should be done in a profitable and sustainable manner, and with local adaptations. Betsson AB is listed on Nasdaq Stockholm Large Cap (BETS).