Notice to Extraordinary General Meeting in Betsson AB (publ)
The shareholders of Betsson AB (publ) are hereby invited to the Extraordinary
General Meeting to be held on Friday 21 November 2008 at 3.00 p.m. at the
Company's premises on address Regeringsgatan 30-32 in Stockholm.
Notice etc.
Shareholders who wish to attend the General Meeting shall:
• be entered into the share ledger kept by VPC AB on Friday 14 November 2008;
and
• give notice to the company of his or her intention to participate at the
General Meeting no later than Tuesday 18 November 2008 in writing to the address
Betsson AB, Regeringsgatan 30-32, SE-111 53 Stockholm. The notice can also be
given by phone +46 8 506 403 00, by fax +46 8 735 57 44 or by e-mail
info@betssonab.com. When giving notice of participation, the shareholder shall
state name, personal identification number or company registration number,
address, telephone number, shareholdings along with notification of (no more
than two) representatives. If the participation is by virtue of a proxy such
should be submitted in connection with giving notice of participation at the
General Meeting.
Shareholders with nominee-registered shares must, in order to participate at the
General Meeting, temporarily register the shares in his or her own name at VPC.
Such temporarily registration must be carried out no later than on 14 November
2008. Hence, in due time before this day such shareholder must notify its
nominee regarding the above-mentioned matter.
Proposed Agenda
1. Election of Chairman of the Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to certify the minutes
5. Establishment of whether the Meeting has been duly convened
6. Resolution regarding incentive programme for employees in Sweden
7. Resolution regarding incentive programme for employees abroad
8. Close of the Meeting
Proposed resolutions
Resolution regarding incentive programme for employees in Sweden (item 6)
The Board of Directors proposes that the General Meeting adopts a resolution to
establish an incentive programme, by which senior executive and other key
persons that are employed in Sweden are offered to acquire warrants in the
company.
The warrants will be valued to their fair market price. For the purpose of
increasing participation in the incentive programme, the company intends to
subsidise the holders of warrants who are still employed by the Betsson group at
the end of the term by way of a bonus payment, which before taxation amounts to
the warrant premium. If the full amount of warrants is not exercised, the bonus
payment will be reduced correspondingly. In connection with the granting of
warrants to the employees, the company will reserve the right to repurchase the
warrants if the person ceases to be an employee of the Betsson group or if the
employee wishes to transfer its warrants.
The proposal entails an issue of not more than 400,000 warrants. Each warrant
shall entitle the holder to subscribe for one new Betsson Class B share during
the period from the day after the release of Betsson's quarterly report for Q3
2010, however no later than 1 December 2010, up to and including 31 December
2010 at an exercise price corresponding to 120 per cent of the average closing
price of Betsson's Class B share on the OMX Nordic Exchange Stockholm from 17
November 2008 up to and including 28 November 2008.
The warrants may be subscribed for by AB Restaurang Rouletter - a wholly owned
subsidiary to Betsson AB - whereafter this company shall offer the warrants to
an amount of approx. 15 senior executives and other key persons employed within
the group in Sweden. The external members of the Board of Directors shall not be
included in the incentive programme.
If all 400,000 warrants are exercised, the share capital of the company will
increase by SEK 800,000, corresponding to a dilution of approx. 1.0 per cent of
the company's share capital and 0.5 per cent of the votes. The company does not
have any other share related incentive programmes.
The purpose of the proposal is to create opportunities to keep and to recruit
competent employees to the group and to increase motivation amongst the
employees. The Board of Directors considers that the adoption of an incentive
programme as described above is in the favour of the group and for the
shareholders.
Resolution regarding incentive programme for employees abroad (item 7)
The Board of Directors proposes that the General Meeting adopts a resolution to
establish an incentive programme (the “Plan”) for senior executives and other
key persons employed in other countries than Sweden. In order to participate in
the Plan, participants must invest in Betsson shares. These shares can either be
shares already held or be acquired on the market in connection with giving
notice of participation in the Plan. Thereafter, the participants will receive
stock options free of charge.
For each invested share the participant holds within the Plan, the company will
grant stock options. Under the prerequisites that (i) the participant remain in
employment within the group when exercising the options; and (ii) the
participant has retained its invested shares in Betsson, each stock option
entitles the holder to purchase one Betsson Class B share at an exercise price
of 120 per cent of the market price on the day the options were granted.
The Plan is proposed to be offered to an amount of approx. 20 senior executives
and other key persons that are employed abroad. The scope of the Plan is
proposed to amount to a maximum of 33,333 Betsson-shares which the employees
will invest in and which will grant as a maximum 400,000 stock options. The
participants are going to be divided in three different categories when granting
of stock options.
The Board of Directors, or an remuneration committee appointed within the Board
of Directors, shall be entitled to decide on the details of the terms and
conditions of the Plan in accordance with the general terms and guidelines
above. In connection with this, the Board of Directors shall be entitled to make
adjustments in order to fulfil special regulations and market conditions abroad.
The Board of Directors also reserves the right to make other adjustments
provided that significant changes take place in the Betsson group or in its
environment which would mean that the terms and conditions for allocation under
the Plan become inappropriate.
The purpose of the proposal is to create opportunities to keep and to recruit
competent employees to the Betsson group and to increase the motivation amongst
the employees. The Board of Directors considers that the adoption of the
incentive programme as described above is in the favour of the Betsson group and
for the shareholders.
In order to secure the delivery of Class B shares in accordance with the Plan,
the Board of Directors proposes that the Board of Directors shall be authorised
to resolve to issue no more than 400,000 warrants at one or several occasions
during the period until the Annual General Meeting 2009. The warrants shall be
granted free of charge and may be subscribed by AB Restaurang Rouletter.
Miscellaneous
A valid resolution regarding approval of the Board of Directors proposals as set
out in items 6 and 7 above, requires approval of shareholders representing at
least 90 per cent of both the votes cast and the shares represented at the
General Meeting.
The complete text of the Board of Directors proposal and documents in accordance
with Chapter 14, Section 8 of the Swedish Company Act, will be obtainable at the
company's premises (please note the address above) and on the company's website
www.betssonab.com no later than on 4 November 2008, and sent to the shareholders
who have notified to participate at the General Meeting or have notified that
they wish to receive the documents by mail.
BETSSON AB´S CORE BUSINESS CONSISTS OF INVESTING AND ADMINISTER COMPANIES WITHIN
THE GAMING BUSINESS. BETSSON AB OWNS BETSSON MALTA LTD WHICH OPERATES GAMES
TOWARDS END CUSTOMERS, VIA THE WEBSITES BETSSON.COM, CASINOEURO.COM AND
CHERRYCASINO.COM. BETSSON MALTA LTD OFFERS POKER, CASINO, BETTING EXCHANGE,
SPORTS BETTING, LOTTERY, BINGO, GAMES AND BETSSON TRADER. THE CUSTOMERS MAINLY
ORIGINATE FROM THE SCANDINAVIAN COUNTRIES AND OTHER PARTS OF EUROPE. BETSSON AB
IS LISTED ON THE NORDIC LIST IN STOCKHOLM, MID CAP (BETS).
