Resolutions at Mr Green’s Annual General Meeting 2018
At the Annual General Meeting of Mr Green & Co AB held in Stockholm on 7 May 2018, the following main resolutions were made:
Dividend through an automatic redemption procedure
The Meeting resolved on a distribution for 2017 of SEK 1.30 per share, totalling SEK 53.1 million. The distribution will take place through an automatic redemption procedure.
Election of Board of Directors
Kent Sander, Tommy Trollborg, Andrea Gisle Joosen, Henrik Bergquist and Eva Lindqvist were re-elected as members of the Board. Kent Sander was re-elected Chairman of the Board.
Fees to the Board of Directors
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 2,050,000, of which SEK 750,000 to the Chairman and SEK 325,000 to each of the other Board members. Work in the committees shall be compensated to a total of SEK 460,000 distributed as follows: SEK 150,000 to the Chairman of the Audit Committee and SEK 100,000 to other Audit Committee members, SEK 50,000 to the Chairman of the Remuneration Committee and SEK 30,000 to other Remuneration Committee members.
Election of auditor
The registered public accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected auditor of the company until the end of the 2019 Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has stated that Niklas Renström will be appointed Auditor in Charge. Remuneration of the auditor is to be paid in accordance with approved invoices.
Nominating Committee
The Meeting resolved to instruct the Chairman of the Board to convene a Nominating Committee, composed of the Chairman of the Board and one representative each of the Company’s three largest shareholders. The Nominating Committee constitutes its members based on Euroclear Sweden AB’s list of registered shareholders on the final banking day of August.
Guidelines for Remuneration to Senior Executives
The Meeting approved the proposal of the Board regarding guidelines for remuneration to senior executives, which entail the following.
A Remuneration Committee elected from within the Board’s ranks is assigned the task of preparing guidelines for salaries and other employment conditions for the CEO and other senior executives and presenting Board motions for resolution on such matters. The Board makes decisions on the salary and other remuneration paid to the CEO. The CEO is to determine the salary and other remuneration paid to other senior executives in accordance with the Board’s guidelines. The term “other senior executives” refers to individuals who, in addition to the CEO, constitute Group management. Basic remuneration levels are to be consistent with market terms. Remuneration consists of a fixed basic salary, any variable remuneration calculated on the basis of predetermined targets, other benefits, pension and financial instruments in the form of warrants. The division between fixed salary and variable remuneration is to be proportionate to the executive’s responsibilities and authorities. The variable remuneration for the CEO and other senior executives may not exceed 50% of their fixed salary. Pension terms are to be based on defined-contribution pension solutions. The period of notice in case of termination by the Company may not exceed six months. During the period of notice of up to six months, the employee receives a full salary and employee benefits. Decisions on share and share price-related incentive schemes are made by the general meeting of shareholders. In individual cases and under special circumstances, the Board may deviate from the aforementioned guidelines.
Warrants to senior executives and key individuals
The Meeting resolved on a program for senior executives and key individuals of a maximum of 408,000 warrants, corresponding to a dilution of approximately 0.99 per cent of shares and votes. The exercise period is 8 May 2021–8 June 2021.
Authorisation of the Board to decide on a new issue of shares
The Meeting authorised the Board, on one or more occasions for the period up to the next AGM, to resolve on new share issue(s) totalling not more than 4,000,000 shares and subject to the limits stipulated by the Articles of Association. New share issue(s) shall be possible with or without preferential rights for shareholders, and with payment through contribution in kind, by set-off or on terms in accordance with Chapter 2, Section 5, Paragraph 2, Subsections 1-3 and 5 of the Swedish Companies Act. New share issue(s) in accordance with this authorisation shall be on market terms. The purpose of the authorisation and the reason for the deviation from shareholders’ preferential rights is to provide the Board with the flexibility to finance and further facilitate expansion, organically as well as through acquisitions.
The decisions can be read in full at www.mrg.se.
For further information, please contact:
Per Norman, CEO of Mr Green & Co AB, tel. +46 (0) 722 30 9191, per.norman@mrg.se
Åse Lindskog, Communication and IR, tel. +46 (0) 730 24 48 72, ase.lindskog@mrg.se
Mr Green is a leading online gaming company with operations in twelve countries. The business concept is to offer entertainment and a first-class gaming experience in a responsible environment. The business was founded in 2007 and has developed into a well-established online gaming company with a broad customer offer and a strong globally viable brand. In 2017, Mr Green generated sales of SEK 1,192.0 million and the company has over 300 employees. The headquarters and technical development are based in Stockholm, and operations in Malta. Mr Green has gaming licenses in Malta, UK, Italy, casino license in Denmark and Sportsbook license in Ireland. The company is listed on Nasdaq Stockholm’s Mid Cap segment. Read more at www.mrg.se.
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