Unibet Group plc - NOTICE to ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group
plc (“the Company”) will be held on Tuesday 14 May 2013 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 CET
Friday 3 May 2013;

(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to
attend the AGM no later than 11.00 CET on Wednesday 8 May 2013; and

(iii) send an original signed proxy form to the Company no later than 17.00 BST
on Wednesday 8 May, 2013 (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 CET on Friday 3 May 2013. 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 3 May 2013.

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 CET on Wednesday 8 May 2013. 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 Wednesday 8
May, 2013. 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 3 May and 14 May 2013.

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.

8. Declaration of Dividend.

9. Presentation of the terms of the new Unibet Performance Share Plan.

Ordinary business

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 2012, together with
the Report of the Auditors.
Resolution (a)

11. To approve the remuneration report set out on pages 56 Resolution (b)
and 57 of the Company’s Annual Report and Financial
Statements for the year ended 31 December 2012.

12. To determine the number of Board members. Resolution (c)

13. To determine the Board members’ fees. Resolution (d)

14. To re-elect Kristofer Arwin as a director of the Resolution (e)
Company.

15. To re-elect Peter Boggs as a director of the Company. Resolution (f)

16. To re-elect Nigel Cooper as director of the Resolution (g)
Company.

17. To re-elect Peter Lindell as a director of the Resolution (h)
Company.

18. To re-elect Stefan Lundborg as director of the Company. Resolution (i)

19. To re-elect Anders Ström as a director of the Company. Resolution (j)

20. To appoint the Chairman of the Board. Resolution (k)

21. Resolution on guidelines for how the Nomination Resolution (l)
Committee shall be appointed.

22. To reappoint PricewaterhouseCoopers as auditors of the Resolution (m)
Company and to authorise the directors to determine
their remuneration.

23. To resolve on guidelines for remuneration and other Resolution (n)
terms of employment for senior management and to
resolve on the implementation of the Unibet Group plc
Performance Share Plan.

As Special Business, to consider the following
resolutions which will be proposed as Extraordinary
Resolutions:

24. The meeting will be requested to consider and if thought fit, approve, by
extraordinary resolution, Resolution (o)

the following amendments to the Memorandum and Articles of Association so as to
cater for the dematerialisation of the shares should these be dematerialised and
listed instead of the SDR’s, as well as to update the Memorandum and Articles of
Association to reflect changes in the Maltese legislation, and thus the
following changes are proposed:

a. Paragraph (viii) of article 3 of the Memorandum of Association shall be
renumbered as paragraph (ix) and the following new paragraph (viii) shall be
inserted:

(viii) to receive from the investments and assets mentioned in the foregoing
paragraphs dividends, capital gains, interests and any other income including
income or gains on their disposal, rents, royalties and similar income whether
arising in or outside Malta and profits or gains attributable to a permanent
establishment (including a branch) whether situated in or outside Malta;

b. Immediately after article 7 in the Articles of Association there shall be
added the following new article 7A:

7A Dematerialisation of securities

7A.1 The Directors may if they so deem fit, cause any of the securities of
the Company, irrespective of their class, whether issued or to be issued
pursuant to these Articles, to be dematerialised.

7A.2 Any securities dematerialised in accordance with this article shall be
dematerialised and registered with the Malta Stock Exchange (Borza ta’ Malta)
and / or the Swedish Central Securities Depository (Euroclear Sweden) and / or
any other Central Securities Depository as may be allowed by the applicable law.

7A.3 Notwithstanding any other provision of these Articles, for as long as
any of the securities issued by the Company shall be and remain dematerialised
under the Financial Markets Act (Chapter 345 of the Laws of Malta):-

(a) terms and conditions relating to such securities, including
without prejudice to the generality of the foregoing, their issuance, transfer,
exchange, redemption and/or cancellation, shall be governed in accordance with
the applicable rules and procedures set out by the relevant central securities
depository providing dematerialisation and any other provisions of these
articles shall apply only to the extent that they are not inconsistent with such
rules and procedures; and

(b) any amendment, variation or deletion of this Article shall be
subject to the express written approval of the relevant central securities
depository providing dematerialisation which shall be obtained prior to the
convening of an extraordinary general meeting at which such proposed amendment
shall be put to the vote.

7A.4 In relation to any such dematerialised shares, the register of members
of the Company shall be updated with any changes thereto according to applicable
law by the relevant central securities depository in the form of a central
securities depository register.

c. Immediately after article 16 in the Articles of Association there shall be
added the following new article 16A:

16A Share Certificates in relation to Dematerialised Shares

Notwithstanding any other provision in these Articles of Association, no person
shall be entitled to receive a certificate in respect of any share which has
been issued by the Company for so long as the title to a share is evidenced in a
dematerialised and uncertificated form by book-entry electronic records.

d. Article 24.2 of the Articles of Association is to be amended by deleting the
word ‘the’ immediately before the word ‘shares’, and after the word ‘Company’
the words ‘other than shares which have been dematerialised,’ shall be added.
Thus the article will now read as follows:

24.2 The Directors shall have power (but shall not be under any duty) to
impose such measures as they may think necessary for the purpose of ensuring
that shares in the Company, other than shares which have been dematerialised,
are not held, transferred, issued or allotted to a resident in Malta.

e. The definition of “resident in Malta” in article 24.7 of the Articles of
Association is to be amended and the article will now read as follows:

In this Article "resident in Malta" shall mean any person who for the purposes
of the Income Tax Act, Chapter 123 of the Laws of Malta, is deemed to be:

i) an individual resident in Malta; or

ii) subject to article 24.8 a person or entity in respect of which an
individual resident in Malta is beneficially entitled, directly or indirectly,
to all or a part of its profits or a person or entity that acts on behalf of,
any person resident in Malta.

f. Immediately after article 24.9 in the Articles of Association there shall be
added the following new article 24.10:

24.10 The provisions of articles 24.2 to 24.6 shall not apply to
dematerialized shares of the Company.

g. Immediately after article 34 in the Articles of Association there shall be
added the following new article 34A:

34A Transfer of dematerialised shares

Notwithstanding any other provision in these Articles of Association, the
transfer of dematerialised shares shall be subject to the applicable laws,
rules, regulations and bye-laws of the relevant central securities depository.
Furthermore, the said shares shall be eligible for electronic trading and
settlement in accordance with the said rules and regulations.

h. Article 42.4 of the Articles of Association is to be amended so that the
words ‘not more than 48 hours before the time fixed for the meeting’ shall be
deleted. The article will now read as follows:

For the purposes of determining which persons are entitled to attend or vote at
a meeting and how many votes such person may cast, the Company may specify in
the notice of the meeting a time, by which a person must be entered on the
Register in order to have the right to attend or vote at the meeting.

i. Immediately after article 42.4 in the Articles of Association there shall be
added the following new article 42.5:

42.5 The obligation to serve a notice of a general meeting to holders of
dematerialised shares may, if permitted in terms of applicable laws and
regulations, be satisfied if such notice is: (i) published in at least one
Swedish national daily newspaper and on the Company’s web-page in English and in
Swedish; and (ii) it is served in a physical form at the relevant central
securities depository. The notification shall include:

(a) the Company’s name and registration number;

(b) the type of shareholders’ meeting to be held;

(d) information on how to locate the convening notice in full and the
agenda of the shareholders’ meeting on the Company’s website;

(e) the record date for shareholders; and

(f) instructions regarding any measures to be taken by shareholders
in order to be able to vote at the shareholders meeting by attending the meeting
in person or to authorise a person to attend and vote on such shareholder’s
behalf.

Any amendment, variation or deletion of this Article shall be subject to the
express written approval of the relevant central securities depository providing
dematerialisation obtained.

j. Article 45 of the Articles of Association is to be amended so that at the end
of the paragraph the following wording shall be added:

Provided that the adjourned meeting shall be held at least ten (10) days after
the final convocation is issued.

25. The meeting will be requested to consider and if thought fit, approve, by
extraordinary resolution, the following further resolution: Resolution (p)

it being noted that

(i) at a Board of Directors´ meeting held on 5 March 2013, 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 that

the 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 2,827,626;

(b) the minimum price that may be paid for the shares/SDR’s is 1 SEK per
share/SDR’s exclusive of tax;

(d) the authority conferred by this resolution shall expire on the date of the
2014 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: Resolution (q)

it being noted that

(i) At the annual general meeting of the Company held on 13 May 2009 the
shareholders of the Company unanimously resolved that the directors be
authorised and empowered in accordance with Articles 85(2) and 88(7) of the
Companies Act, for a period of five years from the date of the meeting, to issue
and allot up to a maximum of 1,000,000 shares in the Company of a nominal value
of GBP0.005 each solely for the purpose of issuing shares to holders and future
holders of options under the Unibet Group plc Executive Share Option Scheme,
without first offering the said shares to existing shareholders (the "2009
Authority");

(ii) At a board of directors´ meeting held on 5 March 2013, the directors
resolved to obtain authority to issue a maximum of 1,000,000 shares in the
Company of a nominal value of GBP 0.005 each solely for the purpose of issuing
shares to holders and future holders of options under both the Unibet Group plc
Executive Share Option Scheme and the Unibet Group plc Performance Share Plan,
without first offering the said shares to existing shareholders and that if
granted, the aforesaid authority would replace the 2009 Authority.

In consideration of the aforementioned it is proposed:

THAT the directors be and are hereby duly authorised and empowered in accordance
with Articles 85(2) and 88(7) of the Companies Act, with immediate effect, for a
period of 5 years from the date of this resolution, to issue and allot up to a
maximum of 1,000,000 shares, in the Company of a nominal value of GBP 0.005 each
solely for the purpose of issuing shares to holders and future holders of
options under the Unibet Group plc Executive Share Option Scheme, and the Unibet
Group plc Performance Share Plan, 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 and shall, from the date of this
resolution, replace the authorisation granted by the shareholders pursuant to
Articles 85(2) and 88(7) of the Companies Act on 13 May 2009.

27. The meeting will be requested to consider and if thought fit, approve, by
extraordinary resolution, the following further resolution: Resolution (r)

That the directors be and are hereby duly authorised and empowered in accordance
with 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.

28. Closing of the meeting.

Information about incentive and share performance scheme and 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 0.700 (equivalent to SEK
6.88 on 9 April 2013 exchange rates and payable in SEK) be declared and paid to
owners of shares/SDR´s as at 17 May 2013. The ex-dividend date is proposed to 15
May 2013. A Euroclear Sweden AB record date of 17 May 2013 is proposed. If the
AGM approves, the dividend is expected to be distributed by Euroclear Sweden AB
on 22 May 2013. For accounting purposes the rate of exchange to be used shall be
the SEK-GBP rate prevalent on the record date of 17 May 2013.

Agenda item 11
The Board of Directors proposes that the AGM approves the principles for
remuneration as set out in the remuneration report on pages 56 and 57 of the
Company’s Annual Report and Financial Statements for the year ended 31 December
2012.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of
six Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 398,000 (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 109,000, the
Deputy Chairman will receive a fee of GBP 63,000 and a fee of GBP 40,000 be paid
to each other Director, and an additional GBP 20,000 be paid for Audit Committee
work, GBP 10,000 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 proposed that for project work performed by the
Directors outside their ordinary duties as a Director on the Board, which is
assigned by the Board, a fee of GBP 1,500 per full working day be paid. The
total maximum amount payable is GBP 100,000 per annum.

The Remuneration Committee proposes that forany project work performed outside
of the Chairman’s ordinary duties as the Chairman on the Board, a fee of GBP
1,500 per full working day up to a maximum of GBP 100,000 per annum be paid.

Agenda item 14-19
CVs for Directors are to be found on page 49 in the Unibet Group plc Annual
Report for 2012 and on the Company’s website.

Agenda item 20
The Nomination Committee proposes that Anders Ström is appointed the Chairman of
the Board.

Agenda item 21
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 each represent one of the four largest shareholders
at the end of the third quarter of 2013 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. The
appointment of a member of the Nomination Committee shall state which
shareholder that member represents. 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 2013.

Should the ownership in the Company change, after the announcement of the
Nomination Committee but before the end of the fourth quarter of 2013, 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 22

The Nomination Committee proposes that PricewaterhouseCoopers are re-appointed
as auditors for the Company.

Agenda item 23 and 26
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.

The performance-related elements of executive remuneration will comprise annual
bonuses and awards under the new Unibet Performance Share Plan. These incentives
are designed to be relevant to the overall objectives of the Company and to
enhance the business. The performance targets referred to below are to be
reviewed annually and are intended to be stretching and to reward superior
performance in light of competition and the prevailing economic climate.

The remuneration packages of the Senior Managers comprise:

· Basic salaries, which are reviewed annually, having regard to individual
performance, responsibility and skills, and comparable evidence of other
companies in the sector, together with specific employee benefits.
· Performance-related bonuses, which are based on quantitative and qualitative
goals. The goals are mainly linked to the Company’s financial objectives such as
gross winnings and operating profit, as well as the delivery of specific
projects and business critical processes. Performance is assessed on an annual
basis. Bonuses are only awarded once specified objectives are achieved. The
amount of potential bonus compared to basic salary varies depending on position
and situation, but is in general less than half the amount of the basic salary.
· Equity awards through share schemes are granted based on position and
performance under the terms of the new Unibet Group plc's Performance Share Plan
(PSP), and are linked to the long-term performance of the Group and further
align Senior Management’s interests with those of the shareholders

In the event that a management employee is dismissed, there may be a right to
payment in lieu of notice, in which case there will be a predetermined limit.
Should the employee resign, there shall be no right to such a payment. At
management employee’s resignation, the notice period shall be determined by the
terms of his/her employment contract.
The normal age for retirement shall be 65 unless otherwise agreed.
The Board of Directors shall have the right to depart from the guidelines in
individual cases if there are particular grounds for such departure.

The Unibet Group plc Performance Share Plan (“PSP”).

The Company’s share plans are a means to attract and retain employees in Unibet.
They are also an important incentive for the employees to become shareholders in
the Company and build long-term commitment in the interests of shareholders. PSP
is being introduced to help the Company achieve these aims more effectively.
More details regarding the terms of PSP can be found on the Company’s website
www.unibetgroupplc.com/AGM but in summary:

· each year, key employees and senior managers will be selected for
participation in PSP by the Board. The number of participants should be similar
to that for the Company’s current Executive Share Option Scheme (“ESOS”)
options. In 2012 approximately 80 employees received ESOS share option grants;
· after a 3 year vesting period, the PSP participants can receive a share
right to acquire a SDR/share in the Company for nil-cost but only to the extent
that performance conditions have been achieved over the 3 preceding financial
years;
· a further requirement is that the PSP participant remains in the employment
of the Company during the 3 year vesting period.

The Company’s intention is to make grants under the PSP programme for up to 10
years from the 2013 AGM. Details of PSP grants made will be provided at future
AGMs.

The performance conditions that will apply to determine vesting of PSP share
rights to be granted in 2013 are as follows:

· for all participants, 50% of share rights will be subject to a measure based
on Gross Contribution (reported Gross Win less Cost of Sales and Marketing
Costs);
· for Senior Management (including the CEO and direct reports), 50% of share
rights will be subject to a measure based on Free Cash Flow per Share;
· for all other participants, 50% of share rights will be measured on EBITDA;
· as an additional condition, no share rights will vest unless the Board of
Directors is satisfied regarding the Company’s financial performance over the 3
year performance vesting period.

The targets for each performance condition will be robust and reflect company
budgets and external analysts’ forecasts, measuring aggregate financial
performance between FY2013 and FY2015 so that performance in each financial year
will be important. The pre-set measures can be adjusted for exceptional events,
such as significant unforeseen regulatory changes.

Each performance condition will have a range of targets. The vesting range will
be from 20% of the shares for “threshold” performance to 100% of the shares for
“maximum” performance. Maximum performance will require performance at a
significant stretch to existing company budgets. The Board of Directors will
disclose achievement against the 3 year performance conditions following the
vesting of awards provided this is commercially appropriate at the time.

The same performance measures will apply for grants made under the PSP in future
years, although the weight in terms of percentage above allocated to the
measures may change as the Board considers appropriate. For each year’s grant
new targets will be set based on company budgets and on analysts’ forecasts for
the following 3 financial years.

Estimated Costs and Dilution

The maximum charge to the income statement for one year’s PSP share rights is
estimated at GBP 1.1 million, based on making awards to a population equivalent
to the number of participants in the 2012 ESOS options and using similar
allocation levels. The maximum charge level would only be applicable if there
was full achievement of all Gross Contribution, FCF and EBITDA performance
conditions in the period of 3 financial years from the award of PSP share rights
and also 100% employee retention among PSP participants. However, the expected
level of charge for one year’s PSP grant made on this basis is estimated at GBP
500,000 to GBP 600,000, being equivalent to the current level of charge for one
year’s grant of share options under ESOS. This would be equivalent to 1.7% of
total annual staff costs for the Unibet Group in 2012.

PSP grants will use significantly fewer shares than ESOS share options. While
valuation metrics will vary from year to year, it is anticipated that the number
of shares required for a grant to employees under the PSP in any year should be
between one-half to one-quarter of the equivalent number of shares that would be
required for an annual option grant under ESOS. In 2012, approx. 360,000 ESOS
share options were granted.

The above cost estimates exclude potential social security costs that will arise
on the vesting of PSP share rights. If a grant was made over 90,000 PSP share
rights in any year and this vested in full at a share price of GBP 22.00 (being
an approximate market price at the current time), the employers’ social security
cost to the Company would be approximately GBP 275,000 assuming current UK
social security rates. This level of charge would require full achievement of
performance conditions and 100% staff retention amongst PSP participants.

As is noted above, it is also the Company’s intention that the current authority
granted by shareholders at the 2009 AGM to permit the issue of up to 1 million
new shares for the purposes of employees’ share plans be renewed for a further 5
years from the date of the 2013 AGM. The renewed authority will allow for shares
to be issued to satisfy PSP share rights and ESOS share options. To date the
Company has largely used shares held within its share buy-back reserve to
satisfy ESOS share options and this practice is expected to continue. In the 4
years to 31 December 2012, 377,324 share options have been exercised for which
342,150 shares were transferred from the share buy-back reserve and 35,174
shares were issued.

Agenda item 24

The full Memorandum and Articles of Association with the proposed amendments can
be found on the Company’s website www.unibetgroupplc.com/AGM.

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 27

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 36.5 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 2013
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.
For more information:

Inga Lundberg, Investor Relations +44 788 799 6116

Unibet Group plc - NOTICE to ANNUAL GENERAL MEETING

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