Resolutions at the annual general meeting in Evolution Gaming Group AB (publ)
At the annual general meeting in Evolution Gaming Group AB (publ) on 20 April 2018, income statements and balance sheets for 2017 for the company and the group were adopted and it was resolved on, among other things, a dividend of EUR 0.90 per share, discharge from liability for the board members and the managing director, re-election of the board members and the chairman of the board, certain amendments to the articles of association as well as the establishment of an incentive programme that involves a directed issue and transfer of warrants in the company.
Adoption of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet
The annual general meeting adopted the income statement and consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2017.
Resolution on dividend
The annual general meeting resolved on a dividend of EUR 0.90 per share and that Tuesday 24 April 2018 shall be the record date for the dividend. Payment of the dividend is expected to be made on 2 May 2018 through Euroclear Sweden AB.
Resolution on discharge from liability, re-election of board members and board fees
The annual general meeting resolved on discharge from liability for the members of the board of directors and the managing director for the financial year 2017.
The annual general meeting resolved that the board of directors shall consist of six board members. Jens von Bahr, Joel Citron, Jonas Engwall, Cecilia Lager, Ian Livingstone and Fredrik Österberg were re-elected as board members and Jens von Bahr was re-elected as chairman of the board for the period until the close of the annual general meeting 2019.
The annual general meeting resolved that the total fees to the board for the period until the next annual general meeting shall be increased to EUR 70,000 (EUR 60,000 the previous year), of which EUR 10,000 (unchanged) shall be paid to each of the board members elected by the annual general meeting that are not employed by the company and an additional EUR 20,000 (unchanged) shall be paid to the chairman of the board’s audit committee.
The background for the increase of the total fees from EUR 60,000 to EUR 70,000 is that the re-elected board member Fredrik Österberg will end his employment with the company and he will therefore receive board fees instead of salary from the company.
Amendments to the articles of association
The annual general meeting resolved to amend § 7 of the company’s articles of association so that the company’s auditor can be elected for a term of not less than one and not more than four financial years. Further, the annual general meeting resolved to amend the object of the company set out in § 3 of the articles of association in order to make the wording of object of the company more precise so that it better corresponds with the operations that the company conducts today. In addition, the annual general meeting resolved on an editorial amendment to § 11 of the articles of association as the name of the Swedish Financial Instruments Accounts Act has been changed since the adoption of the previous articles of association. The complete new articles of association are available on the company’s website, www.evolutiongaming.com.
Election of auditor and determination of fees to the auditor
The annual general meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor for the period until the close of the annual general meeting 2019 and that fees to the auditor shall be paid against approved account.
Resolution on principles for appointing members of the nomination committee
The annual general meeting resolved that the principles setting out how members of the nomination committee are appointed that were adopted at the annual general meeting 2017 shall continue to be applied during 2018. Pursuant to the principles, the nomination committee shall consist of a board member who is independent of the company and its senior management together with three additional members that shall be appointed by the three largest shareholders in terms of votes on the last business day in August 2018.
Guidelines for remuneration to the senior management
The annual general meeting resolved on guidelines for remuneration to the senior management that essentially correspond to the guidelines that were adopted at the annual general meeting 2017, however, with an addition that allows the general meeting to resolve on long-term share and share price related incentive programmes directed to senior executives, among others. Pursuant to the guidelines, remuneration to senior executives shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. Further, the objective of the guidelines is to ensure that the company can attract, motivate and retain senior executives with the expertise and experience required to achieve the company's operating goals.
Incentive programme involving directed issue and transfer of warrants
The annual general meeting resolved to establish an incentive programme under which the company invites approximately 80–100 persons within the group to acquire warrants in the company. The right to acquire warrants is granted the managing director of the company, members of the group management, persons who report directly to the group management and other key employees. The board members of the company will not be granted warrants.
The resolution includes a directed issue of not more than 617,702 warrants to a wholly-owned subsidiary with a subsequent transfer to the participants in the incentive programme. The participants can exercise the warrants for subscription of a total of not more than 617,702 shares in the company after a three-year vesting period.
Minutes and complete resolutions
The minutes from the annual general meeting, including the complete resolutions and the new articles of association, will be available on the company’s website, www.evoltiongaming.com.
For enquiries, please contact:
Jacob Kaplan, CFO, firstname.lastname@example.org
The information was submitted for publication at 15:30 CET on 20 April 2018.
Evolution Gaming Group AB (publ) (”Evolution”) 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 in the European market with approximately 150 operators among its customers. The group currently employs about 4,500 people, most of whom are located in Latvia and Malta. The parent company is based in Sweden and listed on Nasdaq Stockholm with the ticker EVO. Visit www.evolutiongaming.com for more information.