NOTICE OF ANNUAL GENERAL MEETING

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Evolution Gaming Group AB (publ), 556994-5792, holds an annual general meeting on Wednesday 17 June 2020 at 14.00 (CET) on Strandvägen 7A in Stockholm, Sweden. The entrance to the meeting will open at 13.30 (CET).

RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE

Those who wish to attend the general meeting must:

  • be entered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday 11 June 2020; and
  • give notice of attendance to the company no later than on Thursday 11 June 2020.

Notice of attendance may be given in writing to Evolution Gaming Group AB (publ), Att. Annual General Meeting, Hamngatan 11, SE-111 47 Stockholm, Sweden, or by email to agm@evolutiongaming.com. The notice of attendance must state name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).

Safety measures in connection with the AGM due to covid-19

Evolution Gaming cares for the health of our shareholders and employees. Due to the risk of spreading the covid-19 infection, Evolution Gaming is taking certain steps to minimize this risk.

The general meeting will be kept as short as possible, and no food or drinks will be offered. Furthermore, the general meeting will be recommended to pass a resolution that no guests, or others who are not legally entitled to attend the general meeting, are allowed to be present at the general meeting venue. Evolution Gaming’s board of directors, management and other employees will only attend to the extent required.

In order to reduce the number of participants at the general meeting, Evolution Gaming recommends the shareholders to, if possible, exercise their voting rights at the general meeting by voting in advance by so called postal voting pursuant to the Swedish Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.Evolution Gaming closely monitors developments and, if necessary, additional measures for the general meeting will be published on its website.

VOTING BY POST

In order to reduce the risk of spreading the covid-19 infection, Evolution gaming will give the shareholders the possibility to vote via remote access by post.  A postal voting form will be available on Evolution Gaming’s website at www.evolutiongaming.com. If a shareholder wish to exercise his or her voting rights through postal voting before the annual general meeting, the completed form, including any annexes, shall be received by Evolution Gaming not later than 15 June 2020. If the shareholder is a legal entity, a valid registration certificate or other equivalent authorisation document must be enclosed with the form. The same applies if the shareholder is postal voting through a proxy.

The shareholder cannot give any instructions other than by marking one of the stated alternatives, “Yes” or “No”, for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid. If the shareholder wishes to abstain from voting in respect of any item, do not mark any box for such item.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Evolution Gaming will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.If the shareholder attends the annual general meeting (itself or by proxy) the postal vote will not be counted since it is assumed that the shareholder will exercise its rights while attending the annual general meeting.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

To be entitled to participate in the general meeting or vote by post, those having their shares registered in the name of a nominee must, in addition to giving notice of attendance, have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday 11 June 2020. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS

Those who do not attend the general meeting in person may exercise his or her rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general 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 11 June 2020. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted proxy form does not suffice as a notice of attendance.

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 be ordered via email to agm@evolutiongaming.com.

For information on how personal data is processed in connection with the annual general meeting, see the privacy note available on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

NUMBER OF SHARES AND VOTES

At the date the notice is issued, the total number of shares in the company is 181,622,725, which corresponds to a total of 181,622,725 votes. The company holds 338,000 own shares.

SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION

Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

PROPOSED AGENDA

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of voting register
  4. Approval 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
  7. Resolution:
  1. on adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
  2. on the disposition of the company’s profit or loss as shown in the adopted balance sheet
  3. on discharge from liability of members of the board and the managing director
  1. Determination of the number of members of the board of directors to be elected
  2. Determination of the fees to be paid to the board of directors
  3. Election of the board of directors
  4. Determination of fees to be paid to the auditor
  5. Election of auditor
  6. Resolution on the instruction to the nomination committee
  7. Resolution on guidelines for remuneration to the senior management
  8. Resolution on authorisation for acquisition of own shares
  9. Resolution on authorisation for transfer of own shares
  10. Resolution on a) reduction of the share capital through redemption of own shares and b) increase of the share capital through bonus issue
  11. Resolution on authorisation for the board of directors to issue shares, warrants and convertible debt
  12. Closing of the meeting

Stockholm in May 2020

Evolution Gaming Group AB (publ)

The board of directors

Evolution Gaming develops, produces, markets and licenses fully-integrated B2B Live Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with 300+ operators among its customers. The group currently employs about 8,000 people in studios across Europe and in North America. The parent company is based in Sweden and listed on Nasdaq Stockholm with the ticker EVO. Visit www.evolutiongaming.com for more information.

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