Evolution: NOTICE OF EXTRAORDINARY GENERAL MEETING
Evolution AB (publ), 556994-5792, holds an extraordinary general meeting on Wednesday 6 October 2021.
Due to the coronavirus (COVID-19) and the restrictions that have been introduced in order to prevent the spread of the infection, the board has decided that the extraordinary general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting.
REGISTRATION AND NOTIFICATION
Those who wish to attend the extraordinary general meeting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 28 September 2021 or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed no later than on Thursday 30 September 2021; and
- give notice of their intention to attend by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Euroclear Sweden AB has received the postal vote no later than on Tuesday 5 October 2021, at the latest. Please note that the notification to the extraordinary general meeting can only be made by postal voting.
SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder’s own name in the share register kept by Euroclear Sweden AB in order to participate in the general meeting. As set out above, the nominee must have performed such registration with Euroclear by Thursday 30 September 2021. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions. 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.
VOTING BY POST
The board has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the company's instructions that are available on the company's website, www.evolution.com. A completed and signed voting form should be sent by mail to Evolution AB (publ) “EGM”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Completed forms must be received by Euroclear Sweden by Tuesday 5 October 2021, at the latest. Shareholders who are natural persons may also submit their postal votes electronically with BankID through Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. Such electronic votes must be submitted no later than 5 October 2021. If the shareholder votes by proxy, a power of attorney shall be enclosed with the voting form. Proxy forms are available upon request and on the company’s website, www.evolution.com. The template proxy form can also be obtained from the company or be ordered via email to ir@evolution.com. If the shareholder is a legal entity, a certificate of incorporation or other authorisation document shall be enclosed with the voting form.
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.
NUMBER OF SHARES AND VOTES
At the date the notice is issued, the total number of shares in the company is 215,111,115, which corresponds to a total of 215,111,115 votes. The company holds no 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)). A request for such information should be made in writing to Evolution AB (publ), “EGM”, Vasagatan 16, SE-111 20 Stockholm or by e-mail to ir@evolution.com at the latest on Sunday 26 September 2021. Requested information will be made available at the company and at www.evolution.com by Friday 1 October 2021, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Election of one person to verify the minutes of the meeting
- Preparation and approval of the voting list
- Approval of agenda
- Determination of whether the meeting has been duly convened
- Resolution regarding the board of directors:
- Determination of the number of members of the board of directors
- Election of a new member of the board of directors
- Determination of the fees to be paid to the board of directors
- Closing of the meeting
Item 2: Election of chairman of the meeting
The nomination committee proposes that Fredrik Palm, member of the Swedish Bar Association active at Gernandt & Danielsson Advokatbyrå, or, in his absence, the person designated by the board of directors is elected chairman of the extraordinary general meeting.
Item 3: Election of one person to verify the minutes of the meeting
Marianne Stenberg, representing the shareholder Andra AP-fonden or, in her absence, the person designated by the board of directors, is, in addition to the chairman, proposed as person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes.
Item 4: Preparation and approval of the voting list
The voting list that is proposed to be approved under item 4 on the agenda is the voting list that Euroclear Sweden AB has prepared, on behalf of the company, based on the shareholders register and received postal votes and which has been verified and approved by the persons to verify the minutes.
Item 7 a): Determination of the number of members of the board of directors
The nomination committee proposes that the board of directors shall consist of seven board members without deputies for the period until the close of the annual general meeting 2022.
Item 7 b): Election of a new member of the board of directors
The nomination committee proposes that Sandra Ann Urie is elected as new member of the board of directors for the period until the close of the annual general meeting 2022.
A presentation of Sandra Ann Urie, including an assessment of Sandra Ann Urie’s independence in relation to the company, the company management and major shareholders, is available on the company's website, www.evolution.com.
Item 7 c): Determination of the fees to be paid to the board of directors
The nomination committee proposes that the total fees to the board members for the period until the next annual general meeting, shall amount to a total of EUR 180,000, of which EUR 30,000 shall be paid to each of the board members that are not employed by the company. The proposed fees are considered to be in line with market board fees.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the extraordinary general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website, www.evolution.com, not later than three weeks prior to the extraordinary general meeting as well as be sent free of charge to shareholders who so request and provide their name and address. The share register will also be made available at the company.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the extraordinary general meeting, see Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Stockholm in September 2021
Evolution AB (publ)
The board of directors
Evolution AB (publ) (”Evolution”) develops, produces, markets and licenses fully-integrated B2B Online Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with 500+ operators among its customers. The group currently employs 11,000+ 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.evolution.com for more information.
Evolution is licensed and regulated by the Malta Gaming Authority under license MGA/B2B/187/2010. Evolution is also licensed and regulated in many other jurisdictions such as the United Kingdom, Belgium, Canada, Romania, South Africa, and others.