Extraordinary General Meeting in Betsson AB (publ)
The following resolutions were approved at the Extraordinary General Meeting of Betsson AB (publ) on 14 November 2011:
- The EGM resolved to issue not more than 488,000 warrants. Each warrant shall entitle the holder to subscribe for one new Betsson Class B share, as from the day after the release of Betsson’s year end report for 2013, however no later than 1 March 2014 up to and including 31 March 2014, at an exercise price corresponding to 120 per cent of the average closing price of Betsson’s Class B share on NASDAQ OMX Stockholm as from 7 November 2011 up to and including 18 November 2011.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 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 does not exceed 1,000,000 options. If all 1,000,000 warrants or options are exercised, the share capital of the company will increase by SEK 2,000,000, corresponding to a dilution of approximately 2.4 per cent of the company’s share capital and 1.1 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 theadoption of an incentive programme as described above is in the favour of the group and for the shareholders.
- The EGM 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 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 a certain number of stock options. Under the prerequisites (i) that the participant remains 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 7 November 2011 up to and including 18 November 2011.The incentive programme is to be offered to senior executives and other key persons that are employed abroad. The Plan is to include a maximum of 22,034 Betsson-shares which the employees will invest in and the granting of up to 661,000 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 above, does not exceed 1,000,000 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 factthat employment in the Group has 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 661,000 warrants at one or several occasions during the period until the Annual General Meeting 2012. The warrants shall be granted free of charge and may be subscribed for by the subsidiary AB Restaurang Rouletter.
- The Annual General Meeting of 2011 authorised the Board of Directors to resolve to repurchase, on one or several occasions prior to the next annual general meeting, 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. It was further resolved that the Board of Directors be authorised to resolve to transfer of the company’s own shares, as payment upon the acquisition of companies orbusinesses, at a price equivalent to the quoted share price at the time of transfer. The objectives of these authorisations were to give the Board of Directors greater scope to act when working with the company’s capital structure and to give the company greater flexibility in the distribution of capital to its shareholders. The EGM decided to expand the objective of the resolved authorisation regarding repurchasing of the company’s own shares to also include the objective of ensuring delivery of Class B shares under all of the company’s incentive programmes.
Stockholm, November 2011
Betsson AB’s Core Business consists of investing and administering shareholding in companies, which through partners or by themselves, offers games to the end users via the internet. Betsson AB owns Betsson Malta which operates games through partnerships and the websites www.betsson.com, www.betsafe.com, www.casinoeuro.com and www.cherrycasino.com. Betsson Malta offers Poker, Casino, Sports betting, Scratch Cards, Bingo and Games. The customers mainly originate from the Scandinavian countries and other parts of Europe. Betsson AB is listed on NASDAQ OMX Nordic Mid Cap List, (BETS).