Unibet Group plc - NOTICE TO ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group plc (“the Company”) will be held on Tuesday 20 May 2014 at 10.00 CET at Moderna Museet, Skeppsholmen, Stockholm, for the following purposes:
Notice to holders of Swedish Depository Receipts (“SDR’s”)
Holders of SDR’s who wish to attend and/or vote at the AGM must:
(i) be registered in the register kept by Euroclear Sweden AB by 17.00 CEST Friday 9 May 2014;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to attend the AGM no later than 11.00 CEST on Thursday 15 May 2014; and
(iii) send an original signed proxy form to the Company no later than 17.00 BST on Thursday 15 May, 2014 (unless the holder will attend the AGM in person).
Requirement (i): Holders of SDR’s whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the AGM (by proxy or in person), temporarily register their SDR’s in their own name in the register kept by Euroclear Sweden AB by 17.00 CEST on Friday 9 May 2014. Such holders must well before that day contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name with Euroclear Sweden AB before Friday 9 May 2014.
Requirement (ii): Holders of SDR’s must, to be able to exercise their voting rights at the AGM (by proxy or in person), give notice to SEB of their intention to attend no later than 11.00 CEST on Thursday 15 May 2014. This must be done by completing the enrolment form provided on www.unibetgroupplc.com/AGM, "Notification to holders of Swedish Depository Receipts in Unibet Group plc". The form must be completed in full and delivered electronically.
Requirement (iii): Holders of SDR’s who will not attend the AGM in person must send their original signed proxy forms by post or courier so as to arrive at Unibet Group plc, c/o Unibet (London) Ltd, Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU, United Kingdom no later than 17.00 BST on Thursday 15 May, 2014. Proxy forms are available on www.unibetgroupplc.com.
Please note that conversions to and from SDR’s and ordinary shares will not be permitted between 9 May and 20 May 2014.
It is proposed that the AGM conducts the following business:
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the minutes.
6. Determination that the Meeting has been duly convened.
7. The CEO’s presentation.
8. Declaration of Dividend in cash.
9..Declaration of Dividend in kind by distribution of shares in Kambi Group Limited to be renamed Kambi Group plc.
10. To receive and consider the Report of the Directors and the Consolidated Financial Statements (Annual Report) prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2013, together with the Report of the Auditors.
11. To approve the remuneration report set out on pages 40 and 41 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2013
|12.||To determine the number of Board members.|
|13.||To determine the Board members’ fees.|
|14.||To re-elect Kristofer Arwin as a director of the Company.|
|15.||To re-elect Peter Boggs as a director of the Company.|
|16.||To re-elect Nigel Cooper as director of the Company.|
|17.||To re-elect Stefan Lundborg as director of the Company.|
|18.||To re-elect Anders Ström as a director of the Company.|
|19.||To elect Sophia Bendz as new director of the company.|
|20.||To elect Peter Friis as new director of the company.|
|21.||To appoint the Chairman of the Board.|
|22.||Resolution on guidelines for how the Nomination Committee shall be appointed.|
|23.||To reappoint PricewaterhouseCoopers as auditors of the Company and to authorise the directors to determine their remuneration.|
|24.||To resolve on guidelines for remuneration and other terms of employment for senior management.|
|As Special Business, to consider the following resolutions which will be proposed as Extraordinary Resolutions:|
|25.||The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution: it being noted that (i) at a Board of Directors´ meeting held on 10 April 2014, the directors resolved to obtain authority to buy back GBP 0.005 Ordinary Shares/SDR´s in the Company (the purpose of buyback being to achieve added value for the Company’s shareholders); and(ii) pursuant to article 106(1) (b) of the Companies Act (Cap.386 of the Laws of Malta) a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares/SDR’s to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration, given this it is proposed thatthe Company be generally authorised to make purchases of ordinary shares/SDR’s of GBP 0.005 each in its capital, subject to the following: (a) the maximum number of shares/SDR’s that may be so acquired is 2,828,585; (b) the minimum price that may be paid for the shares/SDR’s is 1 SEK per share/SDR’s exclusive of tax;(c) the maximum price that may be paid for the shares/SDR’s is 500 SEK per share/SDR’s exclusive of tax; and(d) the authority conferred by this resolution shall expire on the date of the 2015 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.|
|26.||The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution:That the directors be and are hereby duly authorised and empowered in accordance with articles 85(2) and 88(7) in the Companies Act, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 2.8 million ordinary shares in the Company of a nominal value of GBP 0.005 each (corresponding to a dilution of about 10 per cent) for payment in kind or through a directed set-off in connection with an acquisition without first offering the said shares to existing shareholders. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company.|
27. Closing of the meeting.
Information about proposals related to Agenda items
Agenda item 2
The Nomination Committee proposes that Gunnar Johansson be elected Chairman of the Meeting.
Agenda item 8
The Board of Directors proposes that a dividend of GBP 1.100 (equivalent to SEK 12.04 on 10 April 2014 exchange rates and payable in SEK) per share/SDR be declared and paid to owners of shares/SDR´s as at 23 May 2014. The ex-dividend date is proposed to be the 21 May 2014. A Euroclear Sweden AB record date of 23 May 2014 is proposed. If the AGM approves, the dividend is expected to be distributed by Euroclear Sweden AB on 28 May 2014. For accounting purposes the rate of exchange to be used shall be the SEK-GBP rate prevalent on the record date of 23 May 2014.
Agenda item 9
The Board of Directors proposes a distribution in kind of Kambi Group Limited (to be renamed Kambi Group plc) (“Kambi”) shares in terms of article 105 of the Articles of Association of the Company. This dividend distribution is conditional on and subject to the approval by NASDAQ OMX of the listing of the shares in Kambi on NASDAQ OMX First North in Stockholm. Unless such approval is received by the 30 September 2014, the Company shall not be under any obligation to pay and distribute as a dividend the shares it holds in Kambi Group Limited (to be renamed Kambi Group plc). Kambi Group Limited will apply for its shares to be listed on the First North exchange in Stockholm with the intention of having 100 per cent of Kambi’s shares in free float on the market. If the distribution takes place, for each share/SDR in Unibet the holder will receive one share in Kambi Group plc. The transfer of value to the shareholders is equivalent to GBP 2.00255 per share/SDR based on an independent valuation of Kambi performed by KPMG in connection with a recapitalisation of Kambi prior to the distribution to shareholders.
Kambi Group Limited (to be renamed Kambi Group plc) is 95 per cent owned by Unibet Group plc, with the remaining 5 per cent owned by certain Kambi management employees. The shares that will, subject to listing and approval by the AGM, be distributed to Unibet shareholders, therefore represent 95 per cent of the equity in Kambi. Unibet will distribute all of its shareholding with the result that Unibet will not have any shareholding in Kambi after the separation.
The ex-dividend date is proposed to 21 May 2014. A Euroclear Sweden AB record date of 23 May 2014 is proposed. If the AGM approves, the shares in Kambi are expected to be distributed by Euroclear Sweden AB on 28 May 2014.
More information about Kambi and the distribution process is to be found in the Kambi Company Description which will be available on www.unibetgroupplc.com/AGM on 29 April 2014.
Agenda item 10
The 2013 Annual Report was finalised and signed on 14 March 2014 and reflects events up to that date. On 10 April 2014, the Board resolved to propose an additional final dividend for 2013 of GBP 2.00255 per share in respect of the proposed dividend in specie of Kambi Group Limited. This additional dividend, which is not reflected in the 2013 Annual Report is expected to utilise approximately GBP 56 million of distributable reserves.
Agenda item 11
The Board of Directors proposes that the AGM approves the remuneration report on pages 40 and 41 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2013.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of seven Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 494,000 (the “Total Fee”) be paid to Directors elected at the AGM, who are not employees of the Company. It is proposed that the Board of Directors will apportion the fee within the Board so that the Chairman will receive a fee of GBP 125,000, the Deputy Chairman will receive a fee of GBP 70,000 and a fee of GBP 45,000 be paid to each other Director, and an additional GBP 22,000 be paid for Audit Committee work, GBP 12,000 for Remuneration Committee work and an additional GBP 3,000 be paid to the Chairman of the Audit Committee, and the Chairman of the Remuneration Committee.
The Nomination Committee also proposes that a fee pool of up to a maximum of GBP 150,000 is available to the Board for project work outside of normal Board work, and which is assigned by the Board.
The Nomination Committee also proposes that a fee pool of up to a maximum of GBP 100,000 is available to the Board for project work that has been assigned by the Board to the Chairman, and which is outside of his ordinary duties as Chairman of the Board.
Agenda item 14-18
CVs for Directors are to be found on page 33 in the Unibet Group plc Annual Report for 2013 and on the Company’s website.
Agenda item 19
Sophia Bendz is 34 year old and a Swedish citizen with a Master in Economics from Stockholm University. Sophia is Global Director of Brand at Spotify and have been part of the core team since 2007.
Agenda item 20
Peter Friis is 41 years old and a Danish citizen with a BA in Communications from Roskilde University. Peter has been a key player in building up Google’s Nordic market and his present role is Nordic Director for Google.
Agenda item 21
The Nomination Committee proposes that Anders Ström is appointed the Chairman of the Board.
Agenda item 22
The Nomination Committee proposes that the Annual General Meeting resolves that, until the general meeting of the shareholders decides otherwise, the Nomination Committee shall consist of not less than four and not more than five members, of which one shall be the Chairman of the Board of Directors. The members of the Nomination Committee shall represent all shareholders and be appointed by the four largest shareholders at the end of August 2014 having expressed their willingness to participate in the Nomination Committee. Should one of these shareholders appoint the Chairman of the Board of Directors as its representative, the Nomination Committee shall consist of four members. The other three members shall be appointed by each of the other three of the four largest shareholders expressing their willingness to participate in the Nomination Committee within one week from that they are asked. The appointment of a member of the Nomination Committee shall state which shareholder has appointed that member. Should one of the four largest shareholders waive its right to appoint a member of the Nomination Committee, the opportunity to appoint a member shall be offered to the largest shareholder not represented in the Nomination Committee. The opportunity to appoint a member of the Nomination Committee shall thereafter be passed on in order of the largest shareholding. The members of the Nomination Committee shall appoint the committee chair among themselves. The names of the members of the Nomination Committee shall be announced not later than the date of the publication of the Company's interim report for the third quarter of 2014.
Should the ownership in the Company change, after the announcement of the Nomination Committee but before the end of the fourth quarter of 2014, to such extent that the members of the Nomination Committee no longer represent the shareholding as stipulated above, then the member of the Nomination Committee representing the shareholder with the lesser number of shares in the Company shall resign from the committee and the shareholder who has become the larger shareholder in the Company shall, in the order corresponding to its shareholding in the Company, be offered to appoint a new member of the Nomination Committee. Minor changes in the shareholding of the Company shall not be taken into account. Shareholders who have appointed a representative in the Nomination Committee have the right to dismiss that representative and appoint a new representative.
Should a member of the Nomination Committee leave his/her assignment prematurely and if the Nomination Committee deems it appropriate, a new member shall be appointed by the shareholder who appointed the resigning member or that other shareholder who at that point of time has the larger shareholding in the Company.
All changes of the Nomination Committee will be announced.
No remuneration will be paid to the members of the Nomination Committee.
Agenda item 23
The Nomination Committee proposes that PricewaterhouseCoopers are re-appointed as auditors for the Company.
Agenda item 24
The Board of Directors proposes that the AGM resolves upon guidelines for remuneration to management.
The policy of the Board is to attract, retain and motivate the best managers by rewarding them with competitive salary and benefit packages linked to achieving the Company’s financial objectives.
Senior Managers receive base salaries based on position, responsibilities, performance and skills. The base salary is a fixed amount, payable monthly, which is reviewed annually in March .
Benefits are based on the requirements of the country where the manager is employed.
The performance-related salary is designed to support key business strategies and financial objectives and create a strong, performance-orientated environment. The performance targets are reviewed annually and are based on both quantitative and qualitative goals. The payout is conditional upon the Company achieving set financial targets. Thereafter, individual targets are mainly linked to financial objectives such as gross winnings revenue and EBITDA. There is also a part which is based on delivery of specific projects and business critical processes. Achievement of targets is assessed on an annual basis. The amount of potential variable pay compared to basic salary varies depending on position and situation, but is in general less than half the amount of the basic salary. All variable elements have a limit, which means that they cannot exceed a predetermined amount.
Under the standard annual cycle of bonuses for the CEO and executive management, formal approval and payment of bonuses is typically completed after the publication of the Annual Report.
Participation in long-term incentive schemes is based on position in the Company, performance and country of residence.
Equity awards are made through option schemes (up to 2012) and the Performance Share Plan from 2013. They are granted under the terms of the Unibet Performance Share Plan, and Equity awards are linked to the performance of the Group to further align senior management’s interests with those of the shareholders. All the 700,314 share options and the 31,100 PSP shares outstanding at 31 December 2013 may generally only be exercised if the holder is employed by the Unibet Group at the date of exercise. Exceptions are made in special circumstances.
The PSP performance measures are non-market based conditions providing participants with a high degree of alignment to company performance. PSP awards will depend on Unibet achieving financial performance targets over three financial years establishing a clearer link between how Unibet performs and the value that the PSP can deliver. These targets are Gross Contribution (Gross Winnings Revenue Less Cost of Sales less Marketing Costs), Free Cash Flow per Share and EBITDA and will be measured on an aggregate basis between the full year 2013 and the full year 2015 so that performance in each financial year will be important. Aggregated performance against the targets and the resulting allocation of PSP awards will be disclosed after the full year 2015.
Agenda item 25
The Board of Directors proposes that the acquisition of shares/SDR´s shall take place on the NASDAQ OMX Stockholm or via an offer to acquire the shares/SDR´s to all shareholders. Repurchases may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to NASDAQ OMX Stockholm and details will appear in the Company’s annual report and accounts.
The objective of the buyback is to achieve added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following repurchase the intention of the Board would be to either cancel, use as consideration for an acquisition or issue to employees under a Share Option programme or Share Performance Scheme.
Once repurchased under the Maltese Companies Act further shareholder approval will be required before those shares could be cancelled only.
If used as consideration for an acquisition the intention would be that they would be issued as shares/SDR´s and not sold first.
Agenda item 26
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date that will be used in determining the price at which shares will be issued, should be the same as the market value of the shares/SDR’s listed on the NASDAQ OMX Stockholm.
Shareholders/SDR holders representing approximately 28.4 per cent of the voting rights of all shares in the Company have stated that they intend to vote in favour of the proposals of the Nomination Committee.
The Annual Report in English together with other documents regarding the AGM are available on the Company’s website www.unibetgroupplc.com.
By order of the Board
Unibet Group plc
Malta, April 2014
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.