Extraordinary General Meeting in Betsson AB (publ)

Report this content

The following resolutions were approved at the Extraordinary General Meeting of Betsson AB

(publ) on 23 August 2010:

  • To resolve to issue not more than 500,000 warrants. Each warrant shall entitle the holder to subscribe for one new Betsson Class B share during the period from the day after the announcement of the company’s interim report for Q3 2012, however no later than 1 December 2012, up to and including 31 December 2012 at an exercise price corresponding to 120 per cent of the average closing price of the Betsson Class B share on NASDAQ OMX Stockholm from 16 August 2010 up to and including 27 August 2010.

The warrants may be subscribed for by AB Restaurang Rouletter – a wholly owned subsidiary of Betsson AB – whereafter this company shall offer the warrants to approximately 20 senior executives and other key persons employed within the group. The non-executive members of the Board of Directors shall not be eligible to participate in the incentive programme.

Allocation of warrants in accordance with the above-mentioned may take place only to the extent that the total number of warrants according to the above-mentioned program and the incentive program for employees abroad under item 7 below does not exceed 900,000 options. If all 900,000 warrants or options are exercised, the share capital of the company will increase by SEK 1,800,000, corresponding to a dilution of approximately 2.2 per cent of the company’s share capital and 1.0 per cent of the votes.

The purpose is to create opportunities to keep and to recruit competent employees to the group and to increase motivation amongst the employees. The Board of Directors considers that the adoption of an incentive programme as described above is in the favour of the group and for the shareholders.

  • The General Meeting resolved 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 acquire 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 a certain number of stock options. Under the prerequisites (i) that 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 corresponding to 120 per cent of the average closing price of the Betsson shares on NASDAQ OMX Stockholm from 16 August 2010 up to and including 27 August 2010.

The incentive programme is to be offered to approximately 30 senior executives and other key persons that are employed abroad. The Plan is to include a maximum of 18,193 Betsson-shares which the employees will invest in and the granting of up to 500,000 stock options. The participants will be divided in three different categories when determining the allocation of stock options. Allocation of stock options may take place only to the extent that the total number of options pursuant to this program and the incentive program referred to in item 6 above, does not exceed 900,000 options.

The Board of Directors, or a remuneration committee appointed within the Board of Directors, shall be entitled to decide on the details of the terms and conditions of the Plan in accordance with the general terms and guidelines above. In connection with this, the Board of Directors shall be entitled to make adjustments in order to fulfil special regulations and market conditions abroad. The Board of Directors also reserves the right to make other adjustments provided that significant changes take place in the Betsson group or in its markets which would mean that the terms and conditions for exercise of options under the Plan become inappropriate. Furthermore, the Board of Directors shall be authorised to resolve that stock options may be kept and used despite the fact that employment in the Group have ceased, for example due to illness.

The purpose is to create opportunities to keep and to recruit competent employees to the Betsson group and to increase the motivation amongst the employees. The Board of Directors considers that the adoption of the incentive programme as described above is in the favour of the Betsson group and for the shareholders.

  • In order to secure the delivery of Class B shares in accordance with the Plan above, EGM decided that the Board of Directors shall be authorised to resolve to issue no more than 500,000 warrants at one or several occasions during the period until the Annual General Meeting 2011. The warrants shall be granted free of charge and may be subscribed for by the subsidiary AB Restaurang Rouletter.

Furthermore, EGM decided that the Board of Directors shall be authorised, on one or more occasions up to the Annual General Meeting in 2011, to resolve on transfer of the company’s own shares for the delivery of Class B shares pursuant to any outstanding stock option plans for the employees within the group.

The authorisation for transfer of the company’s own shares is to provide the Board of Directors with the opportunity to use repurchased shares to meet its obligations under any outstanding incentive program.

 

Stockholm, August 2010

 

The Board of Directors

 

 

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

BETSSON AB’S OPERATIONS INVOLVE INVESTING IN AND MANAGING COMPANIES WHICH PROVIDE ONLINE GAMING SERVICES TO END-CUSTOMERS. BETSSON AB OWNS BETSSON MALTA WHICH OPERATES GAMES THROUGH PARTNERSHIPS AND TOWARDS END CUSTOMERS VIA WWW.BETSSON.COM, WWW.CASINOEURO.COM AND WWW.CHERRYCASINO.COM. BETSSON MALTA OFFERS POKER, CASINO, CARD GAMES, LOTTERY, BINGO AND GAMES. CUSTOMERS ARE PRIMARILY FROM THE NORDIC REGION AND THE REST OF EUROPE. BETSSON AB IS LISTED ON OMX NASDAQ NORDIC MID CAP LIST, (BETS).

Subscribe

Documents & Links