Resolutions at the annual general meeting in Evolution Gaming Group AB (publ)
At the annual general meeting in Evolution Gaming Group AB (publ) on 16 April 2021, income statements and balance sheets for 2020 for the company and the group were adopted and it was resolved on, among other things, a dividend of EUR 0.68 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, amendment to the articles of association, authorisation for acquisition and transfer of own shares, authorisation for the board of directors to issue shares, warrants and convertible debt as well as authorisation for the board of directors to re-purchase warrants.
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 2020.
Resolution on dividends
The annual general meeting resolved on a dividend of EUR 0.68 per share and that Tuesday 20 April 2021 shall be the record date for the dividend. Payment of the dividend is expected to be made on Tuesday 27 April 2021 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 2020.
The annual general meeting resolved that the board of directors shall consist of five board members and no deputies. Jens von Bahr, Joel Citron, Jonas Engwall, 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 2022.
The annual general meeting resolved that the total fees to the board for the period until the next annual general meeting shall be EUR 120,000, of which EUR 30,000 shall be paid to the each of the board members elected by the annual general meeting that are not employed by the company.
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 2022 and that fees to the auditor shall be paid against approved account.
Instruction to 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 meetings 2017, 2018, 2019 and 2020 shall continue to be applied as the instruction to nomination committee indefinitely. Pursuant to the instruction, 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 together with a board member who is independent of the company and its senior management.
The remuneration report
The annual general meeting approved the board of directors’ remuneration report for 2020 which provides an outline of how the guidelines for remuneration to the senior management (the “Guidelines”) have been implemented in 2020. The Report also provides information on the remuneration of the company’s CEO and a summary of the company’s outstanding incentive programmes. There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2020. The Remuneration Report is available at the company’s website, www.evolution.com.
Amendment to the articles of association
The annual general meeting resolved on amendment to the articles of association so that the registered name of the company is changed to Evolution AB (publ).
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 within the price interval registered at any given time up to the number of shares that, at any given time, are held by the company. Transfers of own shares outside of Nasdaq Stockholm may be made against payment in cash, in kind or by way of set-off, and the price shall be established so that the transfer is made on market terms.
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.
Authorisation to issue shares, warrants and convertible debt
The annual general meeting resolved to authorise the board of directors to resolve to increase the company’s share capital by issuing new shares, warrants or convertible debt in the company. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt that involve the issue of, or conversion into shares corresponding to, more than ten (10) per cent of the shares in the company at the time of the annual general meeting.
The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights is to be able to carry out and finance acquisitions of businesses and assets.
Authorisation to re-purchase warrants
The annual general meeting resolved to authorise the board of directors, during the period until the next annual general meeting, on one or more occasions, to resolve to repurchase, at the market price (which shall be based on the volume weighted average price of the company share for a period close to the period for repurchase), of the 352,256 warrants issued by the annual general meeting 2018 which have been transferred to holders and not repurchased (which entitle the holders to subscribe for 1,761,280 new shares).
The purpose of the repurchase is to limit the dilution of the company's shares while the warrant holders are offered an opportunity to receive the value of the warrant without the need for additional financing and/or to be able to use such value to exercise warrants which are not repurchased. Repurchased warrants are to be held in the Company's custody and cancelled without being transferred or exercised.
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.evoltion.com.
For further information, please contact:
Jacob Kaplan, CFO, firstname.lastname@example.org.
The information was submitted for publication at 14:45 CET on 16 April 2021.
Evolution Gaming Group 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 employs about 9,500 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.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.