NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group
plc (“the Company”) will be held on Tuesday 20 May 2014 at 10.00 CET at Moderna
Museet, Skeppsholmen, Stockholm, for the following purposes:
Notice to holders of Swedish Depository Receipts (“SDR’s”)
Holders of SDR’s who wish to attend and/or vote at the AGM must:
(i) be registered in the register kept by Euroclear Sweden AB by 17.00 CEST
Friday 9 May 2014;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to
attend the AGM no later than 11.00 CEST on Thursday 15 May 2014; and
(iii) send an original signed proxy form to the Company no later than 17.00 BST
on Thursday 15 May, 2014 (unless the holder will attend the AGM in person).
Requirement (i): Holders of SDR’s whose holding is registered in the name of a
nominee must, to be able to exercise their voting rights at the AGM (by proxy or
in person), temporarily register their SDR’s in their own name in the register
kept by Euroclear Sweden AB by 17.00 CEST on Friday 9 May 2014. Such holders
must well before that day contact their custodian bank or brokerage to request
that their holding be temporarily registered in their own name with Euroclear
Sweden AB before Friday 9 May 2014.
Requirement (ii): Holders of SDR’s must, to be able to exercise their voting
rights at the AGM (by proxy or in person), give notice to SEB of their intention
to attend no later than 11.00 CEST on Thursday 15 May 2014. This must be done by
completing the enrolment form provided on www.unibetgroupplc.com/AGM,
"Notification to holders of Swedish Depository Receipts in Unibet Group plc".
The form must be completed in full and delivered electronically.
Requirement (iii): Holders of SDR’s who will not attend the AGM in person must
send their original signed proxy forms by post or courier so as to arrive at
Unibet Group plc, c/o Unibet (London) Ltd, Wimbledon Bridge House, 1 Hartfield
Road, London SW19 3RU, United Kingdom no later than 17.00 BST on Thursday 15
May, 2014. Proxy forms are available on www.unibetgroupplc.com.
Please note that conversions to and from SDR’s and ordinary shares will not be
permitted between 9 May and 20 May 2014.
Proposed Agenda
It is proposed that the AGM conducts the following business:
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the minutes.
6. Determination that the Meeting has been duly convened.
7. The CEO’s presentation.
Ordinary Business
Dividend
8. Declaration of Dividend in cash.
9..Declaration of Dividend in kind by distribution of shares in Kambi Group
Limited to be renamed Kambi Group plc.
10. To receive and consider the Report of the Directors and the Consolidated
Financial Statements (Annual Report) prepared in accordance with International
Financial Reporting Standards for the year ended 31 December 2013, together with
the Report of the Auditors.
11. To approve the remuneration report set out on pages 40 and 41 of the
Company’s Annual Report and Financial Statements for the year ended 31 December
2013
12. To determine the number of Board members.
13. To determine the Board members’ fees.
14. To re-elect Kristofer Arwin as a director of the Company.
15. To re-elect Peter Boggs as a director of the Company.
16. To re-elect Nigel Cooper as director of the Company.
17. To re-elect Stefan Lundborg as director of the
Company.
18. To re-elect Anders Ström as a director of the Company.
19. To elect Sophia Bendz as new director of the company.
20. To elect Peter Friis as new director of the company.
21. To appoint the Chairman of the Board.
22. Resolution on guidelines for how the Nomination Committee shall be
appointed.
23. To reappoint PricewaterhouseCoopers as auditors of the Company and
to authorise the directors to determine their remuneration.
24. To resolve on guidelines for remuneration and other terms of
employment for senior management.
As Special Business, to consider the following resolutions which
will be proposed as Extraordinary Resolutions:
25. The meeting will be requested to consider and if thought fit,
approve, by extraordinary resolution, the following further
resolution: it being noted that (i) at a Board of Directors´
meeting held on 10 April 2014, the directors resolved to obtain
authority to buy back GBP 0.005 Ordinary Shares/SDR´s in the
Company (the purpose of buyback being to achieve added value for the
Company’s shareholders); and(ii) pursuant to article 106(1) (b)
of the Companies Act (Cap.386 of the Laws of Malta) a company may
acquire any of its own shares otherwise than by subscription,
provided inter alia authorisation is given by an extraordinary
resolution, which resolution will need to determine the terms and
conditions of such acquisitions and in particular the maximum
number of shares/SDR’s to be acquired, the duration of the period
for which the authorisation is given and the maximum and minimum
consideration, given this it is proposed thatthe Company be
generally authorised to make purchases of ordinary shares/SDR’s of
GBP 0.005 each in its capital, subject to the following: (a) the
maximum number of shares/SDR’s that may be so acquired is 2,828,585;
(b) the minimum price that may be paid for the shares/SDR’s is 1
SEK per share/SDR’s exclusive of tax;(c) the maximum price that
may be paid for the shares/SDR’s is 500 SEK per share/SDR’s exclusive
of tax; and(d) the authority conferred by this resolution shall
expire on the date of the 2015 Annual General Meeting but not so as
to prejudice the completion of a purchase contracted before that
date.
26. The meeting will be requested to consider and if thought fit,
approve, by extraordinary resolution, the following further
resolution:That the directors be and are hereby duly authorised and
empowered in accordance with articles 85(2) and 88(7) in the
Companies Act, on one or several occasions prior to the date of the
next Annual General Meeting of the Company, to issue and allot up
to a maximum of 2.8 million ordinary shares in the Company of a
nominal value of GBP 0.005 each (corresponding to a dilution of
about 10 per cent) for payment in kind or through a directed set
-off in connection with an acquisition without first offering the
said shares to existing shareholders. This resolution is being
taken in terms and for the purposes of the approvals necessary in
terms of the Companies Act and the Articles of Association of the
Company.
27. Closing of the meeting.
Information about proposals related to Agenda items
Agenda item 2
The Nomination Committee proposes that Gunnar Johansson be elected Chairman of
the Meeting.
Agenda item 8
The Board of Directors proposes that a dividend of GBP 1.100 (equivalent to SEK
12.04 on 10 April 2014 exchange rates and payable in SEK) per share/SDR be
declared and paid to owners of shares/SDR´s as at 23 May 2014. The ex-dividend
date is proposed to be the 21 May 2014. A Euroclear Sweden AB record date of 23
May 2014 is proposed. If the AGM approves, the dividend is expected to be
distributed by Euroclear Sweden AB on 28 May 2014. For accounting purposes the
rate of exchange to be used shall be the SEK-GBP rate prevalent on the record
date of 23 May 2014.
Agenda item 9
The Board of Directors proposes a distribution in kind of Kambi Group Limited
(to be renamed Kambi Group plc) (“Kambi”) shares in terms of article 105 of the
Articles of Association of the Company. This dividend distribution is
conditional on and subject to the approval by NASDAQ OMX of the listing of the
shares in Kambi on NASDAQ OMX First North in Stockholm. Unless such approval is
received by the 30 September 2014, the Company shall not be under any obligation
to pay and distribute as a dividend the shares it holds in Kambi Group Limited
(to be renamed Kambi Group plc). Kambi Group Limited will apply for its shares
to be listed on the First North exchange in Stockholm with the intention of
having 100 per cent of Kambi’s shares in free float on the market. If the
distribution takes place, for each share/SDR in Unibet the holder will receive
one share in Kambi Group plc. The transfer of value to the shareholders is
equivalent to GBP 2.00255 per share/SDR based on an independent valuation of
Kambi performed by KPMG in connection with a recapitalisation of Kambi prior to
the distribution to shareholders.
Kambi Group Limited (to be renamed Kambi Group plc) is 95 per cent owned by
Unibet Group plc, with the remaining 5 per cent owned by certain Kambi
management employees. The shares that will, subject to listing and approval by
the AGM, be distributed to Unibet shareholders, therefore represent 95 per cent
of the equity in Kambi. Unibet will distribute all of its shareholding with the
result that Unibet will not have any shareholding in Kambi after the separation.
The ex-dividend date is proposed to 21 May 2014. A Euroclear Sweden AB record
date of 23 May 2014 is proposed. If the AGM approves, the shares in Kambi are
expected to be distributed by Euroclear Sweden AB on 28 May 2014.
More information about Kambi and the distribution process is to be found in the
Kambi Company Description which will be available on www.unibetgroupplc.com/AGM
on 29 April 2014.
Agenda item 10
The 2013 Annual Report was finalised and signed on 14 March 2014 and reflects
events up to that date. On 10 April 2014, the Board resolved to propose an
additional final dividend for 2013 of GBP 2.00255 per share in respect of the
proposed dividend in specie of Kambi Group Limited. This additional dividend,
which is not reflected in the 2013 Annual Report is expected to utilise
approximately GBP 56 million of distributable reserves.
Agenda item 11
The Board of Directors proposes that the AGM approves the remuneration report on
pages 40 and 41 of the Company’s Annual Report and Financial Statements for the
year ended 31 December 2013.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of
seven Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 494,000 (the “Total
Fee”) be paid to Directors elected at the AGM, who are not employees of the
Company. It is proposed that the Board of Directors will apportion the fee
within the Board so that the Chairman will receive a fee of GBP 125,000, the
Deputy Chairman will receive a fee of GBP 70,000 and a fee of GBP 45,000 be paid
to each other Director, and an additional GBP 22,000 be paid for Audit Committee
work, GBP 12,000 for Remuneration Committee work and an additional GBP 3,000 be
paid to the Chairman of the Audit Committee, and the Chairman of the
Remuneration Committee.
The Nomination Committee also proposes that a fee pool of up to a maximum of GBP
150,000 is available to the Board for project work outside of normal Board work,
and which is assigned by the Board.
The Nomination Committee also proposes that a fee pool of up to a maximum of GBP
100,000 is available to the Board for project work that has been assigned by the
Board to the Chairman, and which is outside of his ordinary duties as Chairman
of the Board.
Agenda item 14-18
CVs for Directors are to be found on page 33 in the Unibet Group plc Annual
Report for 2013 and on the Company’s website.
Agenda item 19
Sophia Bendz is 34 year old and a Swedish citizen with a Master in Economics
from Stockholm University. Sophia is Global Director of Brand at Spotify and
have been part of the core team since 2007.
Agenda item 20
Peter Friis is 41 years old and a Danish citizen with a BA in Communications
from Roskilde University. Peter has been a key player in building up Google’s
Nordic market and his present role is Nordic Director for Google.
Agenda item 21
The Nomination Committee proposes that Anders Ström is appointed the Chairman of
the Board.
Agenda item 22
The Nomination Committee proposes that the Annual General Meeting resolves that,
until the general meeting of the shareholders decides otherwise, the Nomination
Committee shall consist of not less than four and not more than five members, of
which one shall be the Chairman of the Board of Directors. The members of the
Nomination Committee shall represent all shareholders and be appointed by the
four largest shareholders at the end of August 2014 having expressed their
willingness to participate in the Nomination Committee. Should one of these
shareholders appoint the Chairman of the Board of Directors as its
representative, the Nomination Committee shall consist of four members. The
other three members shall be appointed by each of the other three of the four
largest shareholders expressing their willingness to participate in the
Nomination Committee within one week from that they are asked. The appointment
of a member of the Nomination Committee shall state which shareholder has
appointed that member. Should one of the four largest shareholders waive its
right to appoint a member of the Nomination Committee, the opportunity to
appoint a member shall be offered to the largest shareholder not represented in
the Nomination Committee. The opportunity to appoint a member of the Nomination
Committee shall thereafter be passed on in order of the largest shareholding.
The members of the Nomination Committee shall appoint the committee chair among
themselves. The names of the members of the Nomination Committee shall be
announced not later than the date of the publication of the Company's interim
report for the third quarter of 2014.
Should the ownership in the Company change, after the announcement of the
Nomination Committee but before the end of the fourth quarter of 2014, to such
extent that the members of the Nomination Committee no longer represent the
shareholding as stipulated above, then the member of the Nomination Committee
representing the shareholder with the lesser number of shares in the Company
shall resign from the committee and the shareholder who has become the larger
shareholder in the Company shall, in the order corresponding to its shareholding
in the Company, be offered to appoint a new member of the Nomination Committee.
Minor changes in the shareholding of the Company shall not be taken into
account. Shareholders who have appointed a representative in the Nomination
Committee have the right to dismiss that representative and appoint a new
representative.
Should a member of the Nomination Committee leave his/her assignment prematurely
and if the Nomination Committee deems it appropriate, a new member shall be
appointed by the shareholder who appointed the resigning member or that other
shareholder who at that point of time has the larger shareholding in the
Company.
All changes of the Nomination Committee will be announced.
No remuneration will be paid to the members of the Nomination Committee.
Agenda item 23
The Nomination Committee proposes that PricewaterhouseCoopers are re-appointed
as auditors for the Company.
Agenda item 24
The Board of Directors proposes that the AGM resolves upon guidelines for
remuneration to management.
The policy of the Board is to attract, retain and motivate the best managers by
rewarding them with competitive salary and benefit packages linked to achieving
the Company’s financial objectives.
Senior Managers receive base salaries based on position, responsibilities,
performance and skills. The base salary is a fixed amount, payable monthly,
which is reviewed annually in March .
Benefits are based on the requirements of the country where the manager is
employed.
The performance-related salary is designed to support key business strategies
and financial objectives and create a strong, performance-orientated
environment. The performance targets are reviewed annually and are based on both
quantitative and qualitative goals. The payout is conditional upon the Company
achieving set financial targets. Thereafter, individual targets are mainly
linked to financial objectives such as gross winnings revenue and EBITDA. There
is also a part which is based on delivery of specific projects and business
critical processes. Achievement of targets is assessed on an annual basis. The
amount of potential variable pay compared to basic salary varies depending on
position and situation, but is in general less than half the amount of the basic
salary. All variable elements have a limit, which means that they cannot exceed
a predetermined amount.
Under the standard annual cycle of bonuses for the CEO and executive management,
formal approval and payment of bonuses is typically completed after the
publication of the Annual Report.
Participation in long-term incentive schemes is based on position in the
Company, performance and country of residence.
Equity awards are made through option schemes (up to 2012) and the Performance
Share Plan from 2013. They are granted under the terms of the Unibet Performance
Share Plan, and Equity awards are linked to the performance of the Group to
further align senior management’s interests with those of the shareholders. All
the 700,314 share options and the 31,100 PSP shares outstanding at 31 December
2013 may generally only be exercised if the holder is employed by the Unibet
Group at the date of exercise. Exceptions are made in special circumstances.
The PSP performance measures are non-market based conditions providing
participants with a high degree of alignment to company performance. PSP awards
will depend on Unibet achieving financial performance targets over three
financial years establishing a clearer link between how Unibet performs and the
value that the PSP can deliver. These targets are Gross Contribution (Gross
Winnings Revenue Less Cost of Sales less Marketing Costs), Free Cash Flow per
Share and EBITDA and will be measured on an aggregate basis between the full
year 2013 and the full year 2015 so that performance in each financial year will
be important. Aggregated performance against the targets and the resulting
allocation of PSP awards will be disclosed after the full year 2015.
Agenda item 25
The Board of Directors proposes that the acquisition of shares/SDR´s shall take
place on the NASDAQ OMX Stockholm or via an offer to acquire the shares/SDR´s to
all shareholders. Repurchases may take place on multiple occasions and will be
based on market terms, prevailing regulations and the capital situation at any
given time. Notification of any purchase will be made to NASDAQ OMX Stockholm
and details will appear in the Company’s annual report and accounts.
The objective of the buyback is to achieve added value for the Company’s
shareholders and to give the Board increased flexibility with the Company’s
capital structure.
Following repurchase the intention of the Board would be to either cancel, use
as consideration for an acquisition or issue to employees under a Share Option
programme or Share Performance Scheme.
Once repurchased under the Maltese Companies Act further shareholder approval
will be required before those shares could be cancelled only.
If used as consideration for an acquisition the intention would be that they
would be issued as shares/SDR´s and not sold first.
Agenda item 26
The objectives of the authorisation are to increase the financial flexibility of
the Company and to enable the Company to use its own financial instruments for
payment in kind or through a directed set-off to a selling partner in connection
with any business acquisitions the Company may undertake or to settle any
deferred payments in connection with business acquisitions. The market value of
the shares on each issue date that will be used in determining the price at
which shares will be issued, should be the same as the market value of the
shares/SDR’s listed on the NASDAQ OMX Stockholm.
Shareholders/SDR holders representing approximately 28.4 per cent of the voting
rights of all shares in the Company have stated that they intend to vote in
favour of the proposals of the Nomination Committee.
The Annual Report in English together with other documents regarding the AGM are
available on the Company’s website www.unibetgroupplc.com.
By order of the Board
Unibet Group plc
Malta, April 2014
NOTE
1. A member entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and vote on his or her behalf. A proxy need not
also be a member.
Unibet Group plc - NOTICE TO ANNUAL GENERAL MEETING
| Source: Unibet Group Plc
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