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 Monday 23 August 2010 at 10
a.m. CET at the Company's office at Regeringsgatan 28 in Stockholm.
Notice etc.
Shareholders who wish to attend the General Meeting shall:
• be entered into the share ledger kept by Euroclear Sweden AB no later
than Tuesday 17 August 2010; and
• give notice to the company of his or her intention to participate at
the General Meeting no later than Thursday 19 August 2010 at noon 12.00
CET.
Notice of participation at the General Meeting shall be made in writing
to Betsson AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden. 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 along
with shareholdings. If the participation is by virtue of a proxy such
document should be submitted in connection with giving notice of
participation at the General Meeting. Proxy forms, for shareholders who
wish to attend the Meeting by virtue of a proxy, will be available on
the company's website www.betsonab.com.
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 Euroclear Sweden AB. Shareholders who wish to
execute such re-registration must notify its nominee in due time before
17 August 2010.
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 based on
warrants
7. Resolution regarding incentive programme based on
stock options for employees abroad
8. Resolution to authorise the Board of Directors to
resolve to issue warrants and transfer of its own shares.
9. Close of the Meeting
Proposed resolutions
Resolution regarding incentive programme based on warrants (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 are offered to acquire warrants in the
company. The programme is mainly intended for employees within the group
in Sweden. It is proposed that the Board of Directors shall be
authorised to resolve that also employees within the group resident in
other countries than Sweden shall be offered to participate in the
programme.
The warrants will be valued at 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 when the warrants are exercised by way of a bonus payment,
which before taxation amounts to the warrant premium. If not all
warrants are exercised, the bonus payment will be reduced accordingly.
In connection with the allocation 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 500,000 warrants. Each
warrant shall entitle the holder to subscribe for one new Betsson Class
B share during the period from the day after the announcement of the
company's interim report for Q3 2013, however no later than 1 December
2013, up to and including 31 December 2013 at an exercise price
corresponding to 120 per cent of the average closing price of the
Betsson Class B share on NASDAQ OMX Stockholm from 16 August 2010 up to
and including 27 August 2010.
The warrants may be subscribed for by AB Restaurang Rouletter - a wholly
owned subsidiary of Betsson AB - whereafter this company shall offer the
warrants to approximately 20 senior executives and other key persons
employed within the group. The non-executive members of the Board of
Directors shall not be eligible to participate in the incentive
programme.
Allocation of warrants in accordance with the above-mentioned proposal
may take place only to the extent that the total number of warrants
according to the above-mentioned program and the incentive program for
employees abroad under item 7 below does not exceed 900,000 options. If
all 900,000 warrants or options are exercised, the share capital of the
company will increase by SEK 1,800,000, corresponding to a dilution of
approximately 2.2 per cent of the company's share capital and 1.0 per
cent of the votes.
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 based on stock options 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
acquire 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 a certain number of stock options. Under the
prerequisites (i) that 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 corresponding to
120 per cent of the average closing price of the Betsson shares on
NASDAQ OMX Stockholm from 16 August 2010 up to and including 27 August
2010.
The incentive programme is proposed to be offered to approximately 30
senior executives and other key persons that are employed abroad. The
Plan is proposed to include a maximum of 18,193 Betsson-shares which the
employees will invest in and the granting of up to 500,000 stock
options. The participants will be divided in three different categories
when determining the allocation of stock options. Allocation of stock
options may take place only to the extent that the total number of
options pursuant to this program and the incentive program referred to
in item 6 above, does not exceed 900,000 options.
The Board of Directors, or a 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 markets which would
mean that the terms and conditions for exercise of options under the
Plan become inappropriate. Furthermore, the Board of Directors shall be
authorised to resolve that stock options may be kept and used despite
the fact that employment in the Group have 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 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.
Resolution to authorise the Board of Directors to resolve to issue
warrants and transfer of its own shares (item 8)
In order to secure the delivery of Class B shares in accordance with the
Plan in accordance with item 7 above, the Board of Directors proposes
that the Board of Directors shall be authorised to resolve to issue no
more than 500,000 warrants at one or several occasions during the period
until the Annual General Meeting 2011. The warrants shall be granted
free of charge and may be subscribed for by the subsidiary AB Restaurang
Rouletter.
Furthermore, the Board of Directors proposes that the Board of Directors
shall be authorised, on one or more occasions up to the Annual General
Meeting in 2011, to resolve on transfer of the company's own shares for
the delivery of Class B shares pursuant to any outstanding stock option
plans for the employees within the group.
The authorisation for transfer of the company's own shares is to provide
the Board of Directors with the opportunity to use repurchased shares to
meet its obligations under any outstanding incentive program.
Miscellaneous
A valid resolution regarding approval of the Board of Directors
proposals as set out in items 6, 7 and 8 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' proposals as set out above,
together with pertaining reports and statements, will be obtainable at
the company's premises (please note the address above) and on the
company's website www.betssonab.com and sent to the shareholders who so
request and state their postal address.
Number of shares and votes
As of 26 July 2010 the total number of shares in the company amounted to
39,553,720, representing a total of 88,333,720 votes, divided into
5,420,000 Class A shares, representing 54,200,000 votes and 34,133,720
Class B shares, representing 34,133,720 votes. As at the same date the
Company holds 310,000 B shares, which can not be represented at the
General Meeting.
Stockholm, July 2010
The Board of Directors
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
