Invitation to Extraordinary General Meeting in Betsson AB (publ)
By request of the shareholders Hamberg Förvaltning AB, Fam. Hamberg & Boyer, Fam. Kling, Berit Lindwall, Svea Ekonomi amongst others, whom together hold shares representing more than one tenth of the total outstanding shares in Betsson AB, the shareholders of Betsson AB are hereby invited to an Extraordinary General Meeting (the ”EGM”) to be held on Monday 25 October 2021 at 09.00 a.m. at the Company’s premises with address Regeringsgatan 28 in Stockholm.
Notice to attend etc.
Shareholders who wish to attend the EGM must
- be entered in the register of shareholders held by Euroclear Sweden AB no later than Friday, 15 October 2021; and
- notify the Company of their intention to participate no later than Monday, 18 October 2021.
Notice of participation in the EGM shall be made via email to info@betssonab.com or by telephone on +46 (0)8-506 403 00. When giving notice of participation, the shareholder must state name, social security number or company registration number, address, telephone number and shareholding. Shareholders who are represented by proxy shall send such proxy together with registration certificate or corresponding documentation to the Company alexandra.laurell@betssonab.com in connection with the notification to attend the EGM. Proxy forms for shareholders who wish to be represented by proxy will be made available on the Company’s website www.betssonab.com.
In order to have the right to take part in the voting, shareholders who have their shares registered in a custody account must, in addition to registering by casting their votes by mail register the shares in their own name, so that the shareholders are registered in the register as of 15 October 2021. Such registration can be temporary (the so-called voting right registration) and must be presented to the custodian according to the practice of the latter as must in advance as the custodian may require. The voting right registration made no later than 19 October 2021 is included into the register of shareholders for voting purposes.
Postal Voting
The shareholders may also exercise their voting rights at the Extra General Meeting by voting in advance via the so-called postal voting under Section 3 of the law (2020:198) on temporary exceptions to simplify holding of General Meetings of companies and associations. (Sw: lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor.)
The form posted by the Company on its website, www.betssonab.com, shall be used for postal voting. The terms of and instructions for the postal voting are stated on the form. The completed and signed postal voting form must be sent by post to Betsson AB (publ), Attn.: Annual General Meeting, Regeringsgatan 28, 111 53 Stockholm, or by e-mail to info@betssonab.com and be delivered to the Company no later than on 22 October 2021. Submission of voting forms also serve as notification to participate in the EGM. Shareholders may not state specific instructions or conditions on the postal vote. If this is done, the vote will be (i.e. the postal voting in its entirety) considered invalid. If the shareholder is voting by postal vote via a representative, a valid power of attorney shall be attached to the postal voting form.
Proposed agenda
- Opening of the meeting
- Election of a chairperson for the Meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the Meeting has been duly convened
- Determination of number of Board members and deputy Board members
- Adoption of the remuneration for the Board members
- Election of a Board of Directors and Chairman of the Board
- Resolution on a Nomination Committee
- Closing of the meeting
Proposals
Election of the Chairman of the Meeting (item 2)
The Board of Directors of Betsson AB, proposes that attorney Jörgen S. Axelsson to be appointed Chairman of the Meeting.
Election of one or two persons to verify the minutes (item 3)
Shareholder Hamberg Förvalning AB proposes that Gaetan Boyer is elected person to verify the minutes. The person elected to verify the minutes shall also verify the voting list and conclude that postal votes are correctly reflected in the minutes.
Preparation and approval of the voting list (item 4)
It is proposed that a voting list prepared by the Company and based on the register of shareholders for voting purposes dated 15 October 2021 and notifications to participate in the general meeting or submitted postal votes, and verified by the persons elected to verify the minutes, shall be used as voting list at the EGM.
Election of Board of Directors (items 7-9)
Shareholder Hamberg Förvalning AB proposes the following based on items 7-9 on the agenda:
The Board of Directors shall consist of six members without deputies.
It is proposed that Jan Nord, Fredrik Carlsson, Johan Lundberg and Eva Leach shall be re-elected ant that Pontus Lindwall and Peter Hamberg shall be newly elected as members of the Board of Directors until the end of the next Annual General Meeting. It is proposed that Johan Lundberg is elected as Chairman of the Board.
Information about proposed Board members:
Pontus Lindwall, President and CEO Betsson AB
Born 1965, residence Stockholm, Sweden. Employed by the Betsson Group since 1991. Board member 2011 - 2018. Chairman of the Board 2011 - 2015 and 2016 - 2017. Previously CEO and President 1998 - 2011 and July 2015 - February 2016.
Other assignments: Infrea AB, Nya Solporten Fastighets AB, Fibbl AB, Mostphotos AB and several companies within the Betsson Group.
Background: Extended experience from the gambling industry, both offline and within online gaming. Founder of NetEnt, CEO and President of Cherryföretagen.
Education: Master of Science, Engineering from the Royal Institute of Technology (KTH), Stockholm.
Peter Hamberg, CEO Hamberg Förvaltning AB
Born 1973, residence Ekerö, Sverige. Major shareholder through his family in Betsson for over 50 years.
Other assignments: Board member of Hamberg Förvaltning AB, Solporten Fastighets AB, ABG Fastena Livsmedelsfastigheter AB and the owner companies Pamir Intressenter (A, B, D, and E).
Background: Extended experience from the gambling industry, both offline and within online gaming, among other things as Board member of NetEnt during 2008-2020.
Education: Bachelor's degree in International Business with a focus on finance from San Francisco State University.
It is proposed that the remuneration to the Board member Peter Hamberg shall be SEK 235,000 (corresponding to half of the fees received by the members elected at the Annual General Meeting on 5 May 2021). Pontus Lindwall, in his capacity as CEO of Betsson, will not receive any Board renumeration.
Board renumeration in accordance with a resolution of the Annual General Meeting on 5 May 2021 shall be paid to the resigning Board members and the Chairman of the Board with one twelfth for each commenced month of the term of office between the Annual General Meeting and the Extraordinary General Meeting.
Resolution on a Nomination Committee (item 10)
The shareholder Hamberg Förvaltning AB proposes that the instructions for the Nomination Committee shall be adjusted so that the Chairman of the Board shall not be part of the Nomination Committee. Hamberg Förvaltning AB proposes that the first paragraph in the instructions for the Nomination Committee be replaced with the following:
“The Nomination Committee for the 2022 Annual General Meeting shall consist of members appointed by the three largest shareholders in terms of votes or known shareholder groups in the Company. If any of the three largest shareholders or known shareholder groups waives their right to appoint a member to the Nomination Committee, the next shareholder or known shareholder group in order of magnitude shall be given the opportunity to appoint a member to the Nomination Committee. The CEO or another person from the company management shall not be a member of the Nomination Committee. The Chairman of the Board shall no longer be part of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed.”
Number of shares and votes
As of 28 September 2021, the total number of shares in the Company was 142,729,838, representing a total of 285,928,838 votes, divided into 15,911,000 Class A shares representing 159,110,000 votes, 121,571,405 Class B shares representing 121,571,405 votes and 5,247,433 Class C shares representing 5,247,433 votes. On the same date, the Company held 681,233 Class B shares and 5,247,433 Class C shares, which may not be represented at the EGM.
Miscellaneous
According to Chapter 7, section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.
The register for the meeting of shareholders is available at the main office of the Company located at the address stated below. Betsson AB (publ) has corporate registration number 556498-8425 and its registered office is in Stockholm.
Information on how your personal data is processed is available at https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_30112020.pdf.
Stockholm, September 2021
The Board of Directors
For further information, please contact:
Johan Lundberg, Chairman of the Board Betsson AB, tel. +46 (0)8 506 403 00
Alexandra Laurell, Legal counsel, tel. +46 (0)76 789 12 13, e-mail: alexandra.laurell@betssonab.com
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).