NOTICE OF ANNUAL GENERAL MEETING
This English language notice of the annual general meeting is an in-house translation of the Swedish language original solely for information purposes. In the event of any discrepancies between the Swedish language version and the English language version the Swedish language version shall prevail.
The annual general meeting (the “AGM”) of Evolution Gaming Group AB (publ), 556994-5792, (“Evolution” or the “Company”) will be held on Friday, 21 April 2017 at 2.00 p.m. (CET) on Strandvägen 7A in Stockholm, Sweden. The entrance to the AGM premises opens at 1.30 p.m. (CET).
RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE
Those wishing to attend the AGM must:
1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday, 13 April 2017, and
2. give notice of attendance to the company no later than on Thursday, 13 April 2017.
Notice of attendance can be given in writing to the address Evolution Gaming Group AB (publ), Att. Annual general meeting, Hamngatan 11, 111 47 Stockholm, Sweden, or by email to firstname.lastname@example.org.
When giving notice of attendance, please state name/company name, personal identification number/corporate registration number, address, telephone number (office hours) and, where relevant, number of accompanying persons.
SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, those whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that he or she is entered in the share register kept by Euroclear Sweden AB on Thursday, 13 April 2017. This registration may be made temporarily.
PROXIES AND PROXY FORMS
Those who do not attend the meeting in person may exercise his or her rights at the meeting through a proxy in possession of a written proxy form, signed and dated. A template proxy form is available on the Company’s website, www.evolutiongaming.com. The template proxy form can also be obtained from the Company or can be ordered via email in accordance with the above. A proxy form issued by a legal entity should be accompanied by a copy of the certificate of registration or a corresponding document of authority for the legal entity. To facilitate registration at the meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at the address above no later than on Thursday, 13 April 2017.
NUMBER OF SHARES AND VOTES
At the date the notice is issued, the total number of shares in the company is 35,970,377 which corresponds to a total of 35,970,377 votes.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Shareholders attending the annual general meeting may request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of voting register
4. Adoption of agenda
5. Election of one or two persons to verify the minutes of the meeting
6. Determination of whether the meeting has been duly convened
i. adoption of the income statement and balance sheet, as well as the consolidated income statement and the consolidated balance sheet
ii. disposition of the Company’s profit or loss as shown in the adopted balance sheet
iii. discharge of liability for the Board of Directors and the CEO
8. Resolution on the number of members of the Board of Directors to be elected at the meeting
9. Resolution on the remuneration payable to the Board of Directors and the auditor
10. Election of the Board of Directors and, if applicable, auditor
11. Resolution on guidelines for compensation to senior management
12. Resolution regarding the Nomination Committee
13. Closing of the meeting
Election of Chairman of the meeting (item 2)
The Nomination Committee of Evolution which was appointed in accordance with the resolution of the 2016 AGM and consists of Ian Livingstone, elected by Richard Livingstone, Johan Menckel, elected by JOVB Investment AB, Peter Ihrfelt, Chairman of the Nomination Committee, elected by FROS Ventures AB and Joel Citron, who, at the time of appointment of the Nomination Committee of the 2017 AGM, was Chairman of the Board of Directors (currently a member of the Board of Directors), who together represent approximately 36.7 percent of the shares and votes in the Company, proposes that the Chairman of the Board of Directors, Jens von Bahr, should be the Chairman of the AGM.
Resolution on appropriation of the Company’s profit or loss as shown in the adopted balance sheet (item 7 ii)
The Board of Directors proposes that the AGM shall resolve upon a dividend of EUR 0.45 per share and that 25 April 2017 shall be the record date for the receipt of dividend. If the AGM resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB on 3 May 2017.
Determination of the number of members of the Board of Directors to be elected (item 8)
The Nomination Committee proposes that the Board of Directors shall, for the period until the end of the 2018 AGM, consist of six members with no deputy directors.
Determination of remuneration to the members of the Board of Directors and the auditor (item 9)
The Nomination Committee proposes that remuneration to each of the members of the Board of Directors who are not employed by the Company shall be EUR 10,000, equivalent to a total remuneration of EUR 40,000. The Nomination Committee proposes that remuneration to the Chairman of the audit committee shall be EUR 20,000. The Nomination Committee proposes that there shall be no additional remuneration for other committee work.
The Nomination Committee proposes that the remuneration to the Company’s auditor shall be paid in accordance with approved invoicing.
Furthermore, the Nomination Committee notes that an extraordinary general meeting of Evolution, on 24 January 2017, resolved to approve the remunerations which Jens von Bahr, executive chairman, and Fredrik Österberg, Group Chief Strategy Officer, receive from the Company because of their employments and that Jens von Bahr and Fredrik Österberg do not receive any remuneration as members of the Board of Directors since they are employed by the Company.
Election of the Board of Directors and, if applicable, auditor (item 10)
The Nomination Committee proposes re-election of all members of the Board of Directors; Jens von Bahr, Joel Citron, Jonas Engwall, Cecilia Lager, Ian Livingstone and Fredrik Österberg and re-election of Jens von Bahr as Chairman of the Board of Directors for the period until the end of the 2018 AGM. For information on the proposed members of the Board of Directors, see the information available on the Company’s website, www.evolutiongaming.com.
The registered accounting firm Öhrlings PricewaterhouseCoopers AB was appointed the Company’s auditor in connection with its formation in November 2014 until the end of the 2018 AGM. Hence, the Nomination Committee makes no proposal in respect of the election of auditor to the 2017 AGM.
Resolution on guidelines for compensation to Senior Management (item 11)
The Board of Directors proposes that the 2017 AGM approves the following guidelines for compensation to senior management for the period until the 2018 AGM.
Guidelines for compensation to senior management
The senior management refers to the CEO and the group management of Evolution and its group (the “Executives”). For information on the current composition of the group management, please refer to
www.evolutiongaming.com. These guidelines are also to be applied for any compensation to board members employed by the Company and what is said regarding Executives shall, to the extent applicable, also apply for board members employed by the Company.
The objective of the guidelines is to ensure that Evolution can attract, motivate and retain senior executives with the expertise and experience required to achieve Evolution's operating goals. The remuneration shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. Remuneration to the Executives shall consist of a fixed and, for some Executives, variable salary. These components shall create a well-balanced remuneration reflecting individual competence, responsibility and performance, both short-term and long-term, as well as Evolution’s overall performance.
The Executives’ fixed salary shall be competitive and based on the individual Executive’s competences, responsibilities and performance. A review of the fixed salary shall be carried out on an annual basis for each calendar year.
Executives (but not board members employed by the Company) may receive variable remuneration in addition to fixed salaries.
Annual variable remuneration plans will be cash based (however, in 2016 Evolution issued warrants to certain key employees and senior management, including to certain Executives who are not board members) and be based on predetermined and measurable performance criteria of the relevant Executive aimed at promoting Evolution’s long term value creation. The set performance criteria are to be established and documented annually. Depending on the level of performance achieved, annual variable remuneration can vary from no variable payment up to fifty percent of the annual base salary (except that one Executive is entitled to variable compensation up to a hundred percent of his annual base salary under his existing employment agreement).
Evolution provides other benefits to the Executives in accordance with local practice. Such other benefits can include, for example company health care. Occasionally, housing allowance, paid schooling for under age children or travel allowances could be granted.
Notice of termination and severance pay
The maximum notice period in any Executive’s contract is twelve months during which time salary payment will continue. Severance compensation may be paid in an amount not greater than 12 months’ fixed salary.
Deviations from the guidelines
The Board of Directors may deviate from the above guidelines if there, in an individual case, are special circumstances justifying that. In such a case the Board of Directors shall explain the reason for the deviation at the following Annual General Meeting.
Resolution on the Nomination Committee (item 12)
For the purpose that the Company’s Nomination Committee shall be compliant with the provisions of the Swedish Corporate Governance Code, the Nomination Committee proposes that the 2017 AGM resolves upon the following instructions regarding the Nomination Committee. The Chairman of the Board of Directors will contact the three largest shareholders in terms of votes based on Euroclear Sweden AB’s list of registered shareholders on the last business day of August. The three largest shareholders will be given the opportunity to elect one representative each to form the Nomination Committee along with one of the members of the Board of Directors who is independent in relation to the Company’s management. If any of these shareholders chooses to waive their right to elect a representative, their right is transferred to the shareholder who, after these shareholders, has the largest share ownership. Unless the members agree otherwise, the Nomination Committee will be chaired by the member who represents the largest shareholder in terms of votes. However, a member of the Board of Directors shall not be Chairman of the Nomination Committee. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. Neither the chief executive officer nor other members of the executive management are to be members of the Nomination Committee. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company. Members of the Board of Directors shall not constitute a majority of the Nomination Committee. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder of the Company. Fees are not to be paid to the members of the Nomination Committee. As required, the Company shall be responsible for reasonable costs for external consultants that the Nomination Committee deems necessary to perform its work.
The composition of the Nomination Committee will be announced via a separate press release as soon as the Nomination Committee has been appointed, and no later than six months prior to the AGM. Information will also be made available on the Company’s website, which shall also explain how shareholders can submit proposals to the Nomination Committee. Members of the Nomination Committee must relinquish their places on the committee if the shareholder who originally appointed them is no longer one of the three largest shareholders, following which new shareholders, in order of the size of their holding, will be offered the opportunity to elect a member, however only ten shareholders need be approached in turn. However, unless there are exceptional circumstances, no changes will be made to the composition of the Nomination Committee if only minor changes to voting rights have taken place, or the change occurs later than three months prior to the AGM. If a member of the Nomination Committee steps down voluntarily from the committee before their work is completed, the shareholder who elected that member must appoint a successor, provided that the shareholder is still one of the three largest owners in terms of votes that are represented in the Nomination Committee. The Nomination Committee is entitled, if deemed appropriate, to co-opt members appointed by shareholders who became one of the three shareholders with the largest holdings in the Company after the Nomination Committee was formed, and who are not already represented on the Nomination Committee. Such co-opted members do not participate in the decisions of the Nomination Committee.
The Nomination Committee is tasked with presenting proposals prior to the AGM regarding the number of Board members, the Board of Directors, Chairman of the Board of Directors, Board remuneration, any remuneration for committee work, election of auditors and fees to the auditors, as well as a Chairman for the AGM. When the notice of the AGM is issued, the Nomination Committee is to issue a statement on the Company’s website explaining its proposals regarding the board of directors. The Nomination Committee must also present proposals to the AGM regarding the process for establishing the following year’s Nomination Committee. The proposals of the Nomination Committee will be presented in the notice of the AGM and on the Company’s website. The Nomination Committee shall furthermore complete the tasks required by the Nomination Committee in accordance with the Swedish Corporate Governance Code, as applicable from time to time.
It is proposed that the resolution on the Nomination Committee should apply until further notice.
The annual report, complete resolution proposals and any other documents to be made available prior to the AGM as required by the Swedish Companies Act will be available at the Company and on the Company’s website, www.evolutiongaming.com, no later than as from Friday, 31 March 2017 and will be sent free of charge to those shareholders who so request and provide the Company with their name and address.
Stockholm, March 2017
Evolution Gaming Group AB (publ)
The Board of Directors