Notice of Extraordinary General Meeting in Mr Green & Co AB (publ)
At the request of William Hill, which after completion of the public takeover offer to the shareholders of Mr Green & Co AB (publ) (“MRG” or the “Company”) holds more than 90 per cent of the total number of shares and votes in MRG, the shareholders of MRG are given notice of an Extraordinary General Meeting to be held on Friday 22 February 2019 at 11:00 (CET) at law firm Cederquist’s offices, Hovslagargatan 3 in Stockholm. Registration starts from 10:30 (CET).
Shareholders who wish to attend the Extraordinary General Meeting shall
both be registered in the shareholders’ register kept by Euroclear Sweden AB on Saturday 16 February 2019 (since the record day is a Saturday, shareholders must thus be entered in the share register kept by Euroclear Sweden AB on Friday 15 February 2019); and
make a notification to the Company to attend the Extraordinary General Meeting not later than Monday 18 February 2019.
Notification to attend the Extraordinary General Meeting shall be made either by e-mail to email@example.com or in writing under address Mr Green & Co AB; Att: Investor Relations, Mäster Samuelsgatan 36, SE-111 57 Stockholm.
The notification shall include the following: name, social security/company registration number, address, telephone number (daytime), registered shareholding, information on potential assistants (maximum two) and where applicable, information on deputies or representatives.
Shares registered in the name of a custodian
Shareholders who have registered their shares in the name of a custodian through a bank or through another authorized depositary must, in order to have the right to attend the Extraordinary General Meeting, request to have the shares re-registered in their own name in the shareholders’ register kept by Euroclear Sweden AB (so called voting-rights registration) so that the shareholder is registered in the shareholders’ register kept by Euroclear Sweden AB on Saturday 16 February 2019. This means that shareholders who wish to make such registration should inform their custodian well in advance of Friday 15 February 2019. Such registration can be temporary.
Powers of attorney
Powers of attorney, certificates of incorporation and other authorizing documents must be available at the Extraordinary General Meeting and should, to facilitate admission to the Extraordinary General Meeting, be submitted to the Company no later than Monday 18 February 2019. Powers of attorney must be presented in original and may not be older than one year unless a longer validity period (maximum five years) is stated in the power of attorney. A power of attorney form is available on www.mrggroup.com.
Proposal on agenda
- Opening of the Extraordinary General Meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one (1) or two (2) persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Determination of the number of Board members
- Determination of fees to the Board members
- Election of the members of the Board of Directors and Chairman of the Board
- Election of auditor and determination of fees to the auditor
- Cancellation of the annual general meeting’s resolution on the nomination committee
- Closing of the Extraordinary General Meeting
Proposals for resolutions
Items 7−10, Proposals for the composition of the Board of Directors, Board fees, election of auditor and determination of fees to the auditor
The Company has been informed that William Hill will present proposals for resolutions no later than in connection with the Extraordinary General Meeting.
Shares and votes
There are in total 40 849 413 shares and votes in the Company at the time of the notice. The Company hold no own shares.
The Board of Directors and the CEO shall, if a shareholder request and it in the opinion of the Board of Directors may take place without significant harm to the Company, at the Extraordinary General Meeting provide information on circumstances which may affect the assessment of a matter on the agenda or the Company’s relations with another Group company.
Personal data retrieved from the notifications, power of attorneys and from the share register kept by Euroclear Sweden AB will be used for necessary registration and to make up the voting list for the Extraordinary General Meeting.
Stockholm in January 2019
The Board of Directors of Mr Green & Co AB
For further information, please contact:
Per Norman, CEO MRG, tel. +46 (0) 72 230 91 91, firstname.lastname@example.org
Åse Lindskog, Director Communications and IR, tel. +46 (0) 730 24 48 72, email@example.com
MRG is a fast-growing, innovative iGaming Group with operations in 13 markets. MRG offers a superior experience in a Green Gaming environment. MRG was founded in 2007 and operates the iGaming sites Mr Green, Redbet, 11.lv, Winning Room, Bertil, MamaMiaBingo, BingoSjov and BingoSlottet. The Group had a turnover of SEK 1,192.0 million in 2017 and has over 400 employees. MRG has gaming licenses in Denmark, Ireland, Italy, Latvia, Malta, Sweden and the UK. MRG is listed on Nasdaq Stockholm in the Mid Cap segment under the name Mr Green & Co AB (ticker MRG). Read more at www.mrggroup.com.