Extraordinary General Meeting in Betsson AB (publ)
The following resolutions were approved at the Extraordinary General Meeting of
Betsson AB (publ) on 21 November 2008:
• To resolve to issue not more than 400,000 warrants within the scope of an
employee incentive programme for approximately 15 senior executives and key
employees employed in Sweden. 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. The transfer of the warrants shall be made
at a price corresponding to the market value of the warrants, calculated
according to the Black & Scholes valuation formula. The valuation of the
warrants shall be made by an independent appraiser or auditor firm. The company
shall in connection with the transfer of the warrants to the employees reserve a
pre-emption right regarding the warrants if the holder's employment within the
group is terminated or if the holder wishes to transfer its warrants.
If all 400,000 warrants are exercised, the share capital of the company will
increase by SEK 800,000 corresponding to a dilution of approximately 1.0 per
cent of the share capital and approximately 0.5 per cent of the votes. The
company does not have any other share related incentive programmes.
With the purpose of increasing the participation in the incentive program, the
company intends to subsidise the holders of warrants, who still are employed by
the group at the end of the term by way of a bonus payment, which before
taxation amounts to the warrant premium. If only part of the options are
exercised, the bonus payment will be reduced correspondingly.
• 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. If all 400,000 warrants are exercised, the share capital of
the company will increase by SEK 800,000 corresponding to a dilution of
approximately 1.0 per cent of the share capital and approximately 0.5 per cent
of the votes. The company does not have any other share related incentive
programmes.
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.
For further information, please contact: Pontus Lindwall, CEO and President
Betsson AB (publ), phone: +46 (0)8 506 403 10 or +46 (0)708 27 51 55 or
pontus@betsson.com
