Resolutions at the annual general meeting in Evolution Gaming Group AB (publ)
At the annual general meeting in Evolution Gaming Group AB (publ) on 26 April 2019, income statements and balance sheets for 2018 for the company and the group were adopted and it was resolved on, among other things, a dividend of EUR 1.20 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, authorisation for acquisition and transfer of own shares as well as a share split and amendment to the articles of association.
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 2018.
Resolution on dividend
The annual general meeting resolved on a dividend of EUR 1.20 per share and that Tuesday 30 April 2019 shall be the record date for the dividend. Payment of the dividend is expected to be made on 8 May 2019 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 2018.
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 2020.
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 150,000 (EUR 70,000 the previous year), of which EUR 30,000 (EUR 10,000 the previous year) shall be paid to the each of the board members elected by the annual general meeting that are not employed by the company. The annual general meeting further resolved that no additional remuneration shall be paid to the members of the board committees (previously the chairman of the board’s audit committee received an additional yearly remuneration of EUR 20,000).
The increase of the total fees from EUR 70,000 to EUR 150,000 is considered to be in line with market board fees.
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 2020 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 and 2018 shall continue to be applied during 2019. Pursuant to the principles, the nomination committee shall consist of three members that shall be appointed by the three largest shareholders in terms of votes on the last business day in August 2019 together with a board member who is independent of the company and its senior management.
Guidelines for remuneration to the senior management
The annual general meeting resolved on guidelines for remuneration to the senior management that correspond to the guidelines that were adopted at the annual general meeting 2018. 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 company can attract, motivate and retain senior executives with the expertise and experience required to achieve company's operating goals.
Authorisation for acquisition and transfer of own shares
The annual general meeting resolved to authorise the board of directors to resolve on the acquisition and transfer of own shares. Acquisition of own shares may be made on Nasdaq Stockholm within the price interval registered at any given time provided that the company's holding of own shares at any given time does not exceed 10 percent of all shares in the company. Transfer of own shares may be made on or outside of Nasdaq Stockholm up to the number of shares that, at any given time, are held by the company.
The purpose of the authorisation to transfer own shares is to enable the board of directors to optimise and improve the capital structure of the company, thereby creating added shareholder value, and/or to enable the company to use acquired own shares as payment for, or financing of, acquisitions of companies or businesses or to hedge or facilitate the settlement of the company’s incentive programmes.
Amendments to the articles of association
The annual general meeting resolved on a division of the company’s shares (share split), whereby each existing share is divided into five shares (5:1), and § 5 of the articles of association is amended so that the minimum number of shares permitted is 175 million and the maximum number of shares permitted is 700 million. After the share split is completed, the number of shares in the company will amount to a total of 179,851,885, each with a quota value of EUR 0.003.
The board of directors was authorised to determine the record day for the share split.
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 further information, please contact:
Jacob Kaplan, CFO, firstname.lastname@example.org
The information was submitted for publication at 15.15 CET on 26 April 2019.
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 approx. 200 operators among its customers. The group currently employs about 6,500 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.