Notice to Extraordinary General MeetingBetsson AB (publ)
The shareholders of Betsson AB (publ) (the ”Company”), are hereby
invited to an Extraordinary General Meeting of shareholders held on
Monday, 14 November 2011 at 10.00 p.m. at the office of the Company at
Regeringsgatan 28 in Stockholm.
Notice to attend etc.
Shareholders who wish to attend the Extra General Meeting (the ”EGM”)
must
· be entered in the register of shareholders held by Euroclear Sweden
AB by Tuesday, 8 November 2011, and
· notify the company of their intention to participate in the EGM by
12 pm on Tuesday, 8 November 2011.
Notice of participation in the meeting shall be made in writing to the
company at the address Betsson AB, Regeringsgatan 28, 111 53 Stockholm.
Notification may also be made by telephone on +46 (0)8-506 403 00, by
fax on +46 (0)8-735 57 44 or by e-mail to: info@betssonab.com. When
giving notice of participation, the shareholder must state name, social
security number or company registration number, address, telephone
number and shareholding. Shareholders who are represented by proxy
should include such proxy together with the notification to attend the
EGM. Proxy forms for shareholders who wish to be represented by proxy
will be made available on the company's website www.betssonab.com.
Shareholders who hold their shares through nominees (Sw. förvaltare)
must request a temporary registration of the shares in their own name
with Euroclear Sweden AB. Shareholders who wish to obtain such
registration must contact the nominee regarding this well in advance of
8 November 2011.
Proposed Agenda
1. Election of a Chairman at the EGM
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Resolution on an incentive programme based on warrants
7. Resolution on an incentive programme based on stock options for
employees outside of Sweden
8. Resolution on authorisation to the Board of Directors to decide on
the issue of warrants
9. Resolution on authorisation to the Board of Directors to decide on
repurchases of the company's own shares
10. Closing of the meeting
Proposed resolutions
Resolution on an incentive programme based on warrants (item 6)
The Board of Directors proposes that the EGM adopts a resolution to
establish an incentive programme, by which senior executives and other
key persons that are employed in Sweden are offered to acquire warrants
in the company. The incentive programme is principally intended for the
group's employees in Sweden, but it is proposed that the Board of
Directors may decide that employees outside of Sweden shall also be able
to participate in the programme.
The proposal entails an issue of not more than 488,000 warrants. Each
warrant shall entitle the holder to subscribe for one new Betsson Class
B share, as from the day after the release of Betsson's year end report
for 2013, however no later than 1 March 2014 up to and including 31
March 2014, at an exercise price corresponding to 120 per cent of the
average closing price of Betsson's Class B share on NASDAQ OMX Stockholm
as from 7 November 2011 up to and including 18 November 2011.
The warrants may be subscribed for by the wholly owned subsidiary AB
Restaurang Rouletter, which shall transfer the warrants to employees of
the Betsson-group. The warrants shall be transferred to market value
(the warrant premium). The external members of the Board of Directors
shall not be included in the incentive programme.
Transfer of warrants to employees may only occur to the extent that the
total number of warrants and stock options under the above programme and
the incentive programme for employees outside of Sweden under item 7
does not exceed 1,000,000 warrants and stock options. If all 1,000,000
warrants and stock options are exercised for the subscription for shares
and the acquisition of new shares respectively, the company's share
capital will increase by SEK 2,000,000, equivalent to approximately 2.4
per cent of the share capital and 1.1 per cent of the votes after
dilution.
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 of the employees. The Board of Directors considers the
adoption of the incentive programme as described above to be beneficial
to the Betsson-group and the shareholders of the company.
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. In
connection with the transfer of warrants to the employees, the company
shall reserve the right to repurchase the warrants if the employee
ceases to be an employee of the Betsson-group or if the employee wishes
to transfer his or her warrants.
Resolution on an incentive programme based on stock options for
employees outside of Sweden (item 7)
The Board of Directors proposes that the EGM 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 which the participant holds within the Plan, the
company will grant a certain number of stock options. The options may be
exercised as from the day after the release of Betsson's year end report
for 2013, however no later than 1 March 2014 up to and including 31
March 2014. Provided that the participant (i) is still employed by the
group when exercising the options; and (ii) has retained its initial
investment in shares in Betsson, each stock option entitles the holder
to purchase one Betsson Class B share at an exercise price corresponding
to 120 per cent of the average closing price of Betsson's Class B share
on NASDAQ OMX Stockholm as from 7 November 2011 up to and including 18
November 2011.
The Plan is proposed to be offered to approximately 30 senior executives
and other key persons that are employed abroad. The Plan is proposed to
comprise a maximum of 22,034 invested Betsson-shares which will result
in Betsson granting not more than 661,000 stock options. The
participants will mainly be divided into five different categories for
determining the allocation of the stock options. Allocation of stock
options may only occur to the extent that the total number of options
and warrants under the Plan and the incentive programme under item 6
does not exceed 1,000,000 warrants.
The Board of Directors, or a remuneration committee appointed within the
Board of Directors, shall be responsible for the more detailed terms and
conditions of the Plan, in accordance with the general terms and
guidelines above. In relation thereto, the Board of Directors shall be
entitled to make adjustments in order to fulfil specific regulations and
market conditions abroad. The Board of Directors also reserves the right
to make adjustments in the Plan in the event there are significant
changes in the Betsson-group or in its environment which would mean that
the conditions for exercising the options no longer are appropriate.
Furthermore, if there are special circumstances, the Board of Directors
shall be able to decide that stock options may be kept and exercised
despite the fact that employment in the group has ceased, for example
due to illness.
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 of the employees. The Board of Directors considers the
adoption of the incentive programme as described above to be beneficial
to the Betsson-group and the shareholders of the company.
The Plan entails employees in the group being assigned stock options
entitling the holder to acquire shares in the company. Such transfers of
shares fall under Chapter 16 of the Companies Act, which means that
decisions on the adoption of the Plan is valid only if supported by at
least nine tenths of the votes cast and the shares represented at the
general meeting.
Resolution on authorisation to the Board of Directors to decide on the
issue of warrants (item 8)
In order to ensure delivery of Class B shares to participants in the
Plan mentioned in paragraph 7 above, it is proposed that the Board of
Directors is authorised to, on one or more occasions until the AGM 2012,
decide on the issue of not more than 661,000 warrants The warrants shall
be issued free of charge and may be subscribed for by the subsidiary
AB Restaurant Rouletter.
Resolution on authorisation to the Board of Directors to decide on
repurchases of the company's own shares (item 9)
The annual general meeting of 2011 authorised the Board of Directors to
resolve to repurchase, on one or several occasions prior to the next
annual general meeting, as many shares as may be purchased without the
company's holding at any time exceeding 10 per cent of the total number
of shares in the company. It was further resolved that the Board of
Directors be authorised to resolve to transfer of the company's own
shares, as payment upon the acquisition of companies or businesses, at a
price equivalent to the quoted share price at the time of transfer. The
objectives of these authorisations were to give the Board of Directors
greater scope to act when working with the company's capital structure
and to give the company greater flexibility in the distribution of
capital to its shareholders. The Board of Directors proposes that the
meeting resolves to expand the objective of the resolved authorisation
regarding repurchasing of the company's own shares to also include the
objective of ensuring deliver of Class B shares under all of the
company's incentive programmes.
Other
A valid resolution regarding item 6, 7 and 8 requires approval of
shareholders representing at least nine-tenths of both the votes cast
and the shares represented at the EGM. A valid resolution regarding item
9 requires approval of shareholders representing at least two-thirds of
both the votes cast and the shares represented at the EGM.
The Board of Directors' complete proposals for resolutions in accordance
with the above, including reports and statements related thereto will as
of 24 October 2011 be made available at the company's address as set out
above and on the company's website www.betssonab.com, these documents
will also be sent to those shareholders who so request and provide their
postal address.
According to Chapter 7 Section 32 of the Swedish Companies Act, at a
general meeting the shareholders are entitled to require information
from the Board of Directors and the CEO regarding circumstances which
may affect items on the agenda and circumstances which may affect the
company's financial situation.
Number of shares and votes
As of 14 October 2011, the total number of shares in the company was
41,394,392, representing a total of 90,174,392 votes, divided into
5,420,000 Class A shares representing 54,200,000 votes and 35,974,392
Class B shares representing 35,974,392 votes. On the same date the
company held 4,222 Class B shares, which may not be represented at the
EGM.
Stockholm, October 2011
The Board of Directors
For further information, contact:
Magnus Silfverberg, CEO
Email:
magnus.silfverberg@betssonab.com (magnus.silfverberg@betssonab.com)
Telephone: +46 702 71 47 00
