Extraordinary General Meeting in Betsson AB (publ)
The following resolutions were approved at the Extraordinary General
Meeting of Betsson AB
(publ) on 23 August 2010:
· To resolve to issue 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 2012, however no later than 1 December 2012, up to
and including 31 December 2012 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 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 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.
· The General Meeting resolved 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 to be offered to approximately 30 senior
executives and other key persons that are employed abroad. The Plan is
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 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.
· In order to secure the delivery of Class B shares in accordance with
the Plan above, EGM decided 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, EGM decided 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.
Stockholm, August 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
