Extraordinary General Meeting in Betsson AB (publ)

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The following resolutions were approved at the Extraordinary General Meeting of Betsson AB (publ) on 21 November 2008:

• To resolve to issue not more than 400,000 warrants within the scope of an employee incentive programme for approximately 15 senior executives and key employees employed in Sweden. Each warrant shall entitle the holder to subscribe for one new Betsson Class B share during the period from the day after the release of Betsson’s quarterly report for Q3 2010, however no later than 1 December 2010, up to and including 31 December 2010 at an exercise price corresponding to 120 per cent of the average closing price of Betsson’s Class B share on the OMX Nordic Exchange Stockholm from 17 November 2008 up to and including 28 November 2008.

The warrants may be subscribed for by AB Restaurang Rouletter – a wholly owned subsidiary to Betsson AB – whereafter this company shall offer the warrants to an amount of approx. 15 senior executives and other key persons employed within the group in Sweden. The external members of the Board of Directors shall not be included in the incentive programme. The transfer of the warrants shall be made at a price corresponding to the market value of the warrants, calculated according to the Black & Scholes valuation formula. The valuation of the warrants shall be made by an independent appraiser or auditor firm. The company shall in connection with the transfer of the warrants to the employees reserve a pre-emption right regarding the warrants if the holder’s employment within the group is terminated or if the holder wishes to transfer its warrants.

If all 400,000 warrants are exercised, the share capital of the company will increase by SEK 800,000 corresponding to a dilution of approximately 1.0 per cent of the share capital and approximately 0.5 per cent of the votes. The company does not have any other share related incentive programmes.

With the purpose of increasing the participation in the incentive program, the company intends to subsidise the holders of warrants, who still are employed by the group at the end of the term by way of a bonus payment, which before taxation amounts to the warrant premium. If only part of the options are exercised, the bonus payment will be reduced correspondingly.

• The Board of Directors proposes that the General Meeting adopts a resolution to establish an incentive programme (the “Plan”) for senior executives and other key persons employed in other countries than Sweden. In order to participate in the Plan, participants must invest in Betsson shares. These shares can either be shares already held or be acquired on the market in connection with giving notice of participation in the Plan. Thereafter, the participants will receive stock options free of charge.

For each invested share the participant holds within the Plan, the company will grant stock options. Under the prerequisites that (i) the participant remain in employment within the group when exercising the options; and (ii) the participant has retained its invested shares in Betsson, each stock option entitles the holder to purchase one Betsson Class B share at an exercise price of 120 per cent of the market price on the day the options were granted.

The Plan is proposed to be offered to an amount of approx. 20 senior executives and other key persons that are employed abroad. The scope of the Plan is proposed to amount to a maximum of 33,333 Betsson-shares which the employees will invest in and which will grant as a maximum 400,000 stock options. The participants are going to be divided in three different categories when granting of stock options. If all 400,000 warrants are exercised, the share capital of the company will increase by SEK 800,000 corresponding to a dilution of approximately 1.0 per cent of the share capital and approximately 0.5 per cent of the votes. The company does not have any other share related incentive programmes.

In order to secure the delivery of Class B shares in accordance with the Plan, the Board of Directors proposes that the Board of Directors shall be authorised to resolve to issue no more than 400,000 warrants at one or several occasions during the period until the Annual General Meeting 2009. The warrants shall be granted free of charge and may be subscribed by AB Restaurang Rouletter.


For further information, please contact: Pontus Lindwall, CEO and President Betsson AB (publ), phone: +46 (0)8 506 403 10 or +46 (0)708 27 51 55 or pontus@betsson.com

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