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Notice of Annual General Meeting in LeoVegas AB (publ)STOCKHOLM, March 30, 2020 /PRNewswire/ -- The shareholders of LeoVegas AB (publ), reg. no. 556830-4033, (the "Company"), are hereby convened to an annual general meeting to be held on Friday 8 May 2020, at 12.30 p.m. at the cinema Grand's premises on Sveavägen 45 in Stockholm. The doors to the meeting will open at 12.00. Due to the development of covid-19 the goal is that the Annual General Meeting shall be swift and effective to minimize spread of disease. As part of this no food will be served in connection with the meeting. Shareholders who are sick, recently travelled in a risk zone or are part of a risk group should not participate, but can vote via proxy. Right to attend the Annual General Meeting and notice i. on the record date, which is Saturday 2 May 2020, be registered in the share register maintained by Euroclear Sweden AB (since the record day occurs on a Saturday a shareholder must be registered in the share register maintained by Euroclear no later than on 30 April 2020). Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Thursday 30 April 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; ii. notify the participation at the general meeting no later than Monday 4 May 2020. Notice of participation at the general meeting may be given by regular mail to Annual General Meeting, LeoVegas AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, by telephone +46 8 402 90 97 or at the company's website www.leovegasgroup.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to Annual General Meeting, LeoVegas AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on Monday 4 May 2020. A form proxy will be available for downloading on the Company's website www.leovegasgroup.com. Proposed agenda:
Proposals for resolutions: Item 1: Opening of the meeting and election of chairman of the general meeting Item 9b): Appropriation of the Company's profit or loss in accordance with the adopted balance sheet The record date for the second semi-annual dividend is proposed to be 12 November 2020. If the annual general meeting resolves in accordance with the board of directors' proposal, the second dividend will be paid out to the shareholders on 17 November 2020. Items 10-12: Determination of remuneration to the board of directors and the auditors, election of the board of directors and the auditors and election of the chairman of board of directors The nomination committee proposes that the remuneration is to be not more than SEK 2,800,000 in total, including remuneration for committee work (SEK 1,900,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice. The nomination committee proposes the re-election of the current directors Robin Ramm-Ericson, Anna Frick and Fredrik Rüden. It is also proposed to elect Mathias Hallberg, Carl Larsson, Per Norman and Torsten Söderberg as new directors. It is also proposed to elect Per Norman as new chairman of the board. Mårten Forste and Tuva Palm have declined re-election. The nomination committee further proposes the re-election of the registered audit firm PricewaterhouseCoopers AB as the company's auditor for a period up until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced its appointment of Aleksander Lyckow as main responsible auditor. Independence in accordance with the Swedish Corporate Governance Code Further information regarding the new proposed director and also proposed Chairman of the Board Per Norman Further information regarding the other directors proposed for new election Mathias Hallberg Carl Larsson Torsten Söderberg Further information regarding the directors proposed for re-election is available at the company's website www.leovegasgroup.com. Item 13: Resolution regarding adoption of principles for the nomination committee Role of the nomination committee
The nomination committee shall in its assessment of the evaluation of the board and in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution. Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company. Members of the nomination committee Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder. A member of the board shall never be the chairman of the nomination committee. If a shareholder who has appointed a member of the nomination committee during the year ceases to be one of the Company's four largest shareholders, the member appointed of such shareholder shall resign from the nomination committee. Instead, a new shareholder among the four largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than two months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons. If a member of the nomination committee resigns before the nomination committee has completed its assignment, for reasons other than set out in the paragraph above, the shareholder who has appointed by such member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the board resigns from the board, his/her successor shall replace the chairman of the board also on the nomination committee. A change in the composition of the nomination committee shall be published immediately. Announcement of the nomination committee members If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website. Shareholders' rights to submit proposals to the nomination committee The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee. The nomination committee's proposals, work and fees The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders' meeting where an election is to take place. When the notice of the shareholders' meeting is issued, the nomination committee shall issue a statement on the Company's website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work and a description of the diversity policy applied by the nomination committee in its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal. The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company's website at the latest when the notice to the shareholders' meeting is issued:
When appointing a new auditor the nomination committee is also to present proposals on the election and remuneration of the statutory auditor. The nomination committee's proposal to the shareholders' meeting on the election of the auditor is to include the audit committee's recommendation (or that of the board of directors if it does not have an audit committee). If the proposal differs from the alternative preferred by the audit committee, the reasons for not following the committee's recommendation are to be stated in the proposal. The auditor or auditors proposed by the nomination committee must have participated in the audit committee's selection process if the company is obliged to have such a procedure. Account of the work of the nomination committee The nomination committee shall at the annual general meeting, or other shareholders' meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board in accordance with the above. The nomination committee shall in particular explain its proposal against the background of the requirement in accordance with above to strive for an equal gender distribution. Fees and Costs Item 14: Resolution regarding guidelines for determination of remuneration to senior executives General These guidelines apply to the CEO and other senior executives in the company group and all other remuneration to members of the board except fees to the board of directors. Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or established local practice, whereby the general objectives of these guidelines shall, to the extent possible, be met. The guidelines promotion of the Company's business strategy, long-term interest and sustainability. For more information regarding the Company's business strategy, please see www.leovegasgroup.com/. The guidelines shall contribute to the possibility to create conditions for the Company to retain and recruit competent and committed employees in order to successfully implement the Company's business strategy and meet the Company's long-term interests, including sustainability. The guidelines shall further stimulate an increased interest in the business and earnings development as a whole, and to increase the motivation for the senior executives and increase positive cohesion in the Company. The Guidelines shall also contribute to good ethics and corporate culture. In order to achieve the Company's business strategy, the total annual remuneration must be market-based and competitive in the employment market in which the senior executive is situated and taking into account the individual's qualifications and experience and that exceptional performance must be reflected in the total remuneration. The Company has three active long-term incentive programs consisting of warrants. These incentive programs have been approved by the general meeting and therefore the guidelines do not apply to these incentive programs. The guidelines will not apply to the long-term share-related incentive program, proposed by the board of directors for the annual general meeting in accordance with item 15, as it is to be adopted by the annual general meeting 2020. The proposed incentive program corresponds in all essence to existing programs. The purpose of the existing programs is to create condition for retaining and increasing the motivation of senior executives and other employees as well as other key personnel within the Company and the group. The board of directors finds it that it is in all shareholders interests that senior executives and other employees and other key personnel have a long-term interest in a positive value development in the Company's share. A long-term ownership commitment is expected to stimulate an increased interest in the business and the development of earnings as a whole, and to increase the motivation for the participants and aims to achieve an increased community interest between the participant and the Company's shareholders.
Variable cash payments covered by these guidelines are intended to promote the Company's business strategy and long-term interests, including its sustainability. The forms of remuneration etc. The fulfillment of criteria for payment of variable cash compensation shall be measurable over a period of one year. The variable cash payment may amount to a maximum of 50 percent of the total fixed cash salary during the measurement period for such criteria. Additional variable cash compensation may be payable in exceptional circumstances, provided that such arrangements are time-limited and made only at the individual level. The purpose of such arrangements must be to recruit or retain executives, or as compensation for extraordinary work in addition to the person's ordinary duties. Such compensation shall not exceed an amount corresponding to 25 percent of the fixed annual cash salary and shall not be paid more than once per year and per individual. A decision on such remuneration shall be made by the board of directors on proposal from the remuneration committee. Pension benefits, including health insurance, must be defined in contribution schemes with respect to the CEO. Variable cash payments shall not entitle to pension. Pension premiums for defined contribution schemes shall amount to a maximum of 45 percent of the fixed annual cash salary. For other senior executives, pension benefits, including health insurance, must be defined in contribution schemes unless the employee is covered by defined-benefit pensions under compulsory collective agreement provisions. Variable cash compensation must be pension-based insofar as it is compelled by compulsory collective agreement provisions applicable to the senior executive. Pension premiums for defined contribution schemes shall amount to a maximum of 45 percent of the fixed annual cash salary. Employees also have the right to salary exchange (i.e., instead of salary, the employee chooses to receive the wages as pension provision - the salary exchange must be cost-neutral for the employer). Other benefits may include: life insurance, health insurance and car benefit. Such benefits may amount to a maximum of 10 percent of the fixed annual cash salary. For executives who are stationed in a country other than their home country, additional remuneration and other benefits may be paid to a reasonable extent, taking into account the particular circumstances associated with such expatriation, whereby the overall purpose of these guidelines is to be met as far as possible. Such benefits may amount to a maximum of 15 percent of the fixed annual cash salary. If a member of the board of directors performs work on behalf of the Company, in addition to the work of the board, consultancy fees and other remuneration for such work may be payable after special resolution by the board of directors, after preparation of the remuneration committee. Such compensation shall be constructed in accordance with these guidelines. Termination of employment Criteria for payment of variable cash compensation etc. Conditions for variable cash compensation should be designed so that the board of directors, if particularly difficult economic conditions occur, has the option of limiting or neglecting to issue variable remuneration if such a resolution is deemed unreasonable and incompatible with the Company's responsibility vis-à-vis the shareholders. For annual bonuses, there should be the option of limiting or neglecting to pay variable remuneration, if the board of directors deems it justified for other reasons. The Company must be able to recover, in full or in part, variable cash compensation according to law or agreement subject to any restrictions that may follow. When the measurable period for fulfillment of the criteria for payment of variable cash compensation has ended, the extent to which the criteria have been met shall be determined. The board of directors, after preparation from the remuneration committee, is responsible for the assessment of variable cash remuneration to the CEO and the CEO is responsible for the assessment of variable cash remuneration to other executives. With respect to financial targets the evaluation shall be based on the Company's latest publicly available financial information. Salary and terms of employment for employees The board of directors of the Company shall work to ensure that all subsidiaries in the group apply these principles. Preparation, decision-making etc. The remuneration committee shall also prepare the board of directors' resolution on matters regarding remuneration principles for senior executives, including guidelines for remuneration to senior executives. The remuneration committee shall also monitor and evaluate ongoing and completed programs for variable remuneration for senior executives during the year, and follow and evaluate the application of these guidelines for remuneration to senior executives as well as current remuneration structures and remuneration levels in the Company. At the board of directors preparations of and resolutions on remuneration-related matters, the CEO or other members of the executive management are not present, insofar as they are affected by the resolutions. The board of directors shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the annual general meeting. The board of directors considers that the guidelines on remuneration to senior executives are proportionate in relation to salary levels, remuneration levels and conditions for other employees in the group. Deviations from the guidelines The senior executives will be offered to participate in the incentive program 2020/2023, whereby senior executives have the right to participate in accordance with the proposal for resolution on the establishment of incentive program 2020/2023, in accordance with item 15. No deviations has occurred from the remuneration guidelines adopted by the annual general meeting for 2019. Information regarding remuneration Item 15: Resolution regarding warrant programme through issuance of warrants 2020/2023 Background and purpose A. Issue of warrants 2020/2023
The subscription price per share shall correspond to 130 percent of the volume-weighted average price according to the Nasdaq Stockholm official price list for the share for the 5-day trading period immediately after the record date for the first half-year dividends decided at the AGM in 2020 (approx. SEK 33.44 based on a preliminary calculation). The record date is proposed to be on 12 May 2020, which means that said period of 5 trading days immediately after the record date will be 13 May 2020 up to and including 19 May 2020. However, the subscription price per share shall be at least SEK 32. The shares subscribed for by exercise of the warrants shall carry entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription is effected. Warrants held by the Subsidiary that are not transferred as per below or that are repurchased from participants shall be cancelled after a decision by the Company's board of directors. Cancellation shall be reported to the Swedish Companies Registration Office for registration. The other terms for the warrants will be published on the Company's website no later than three weeks prior to the meeting. B: Approval of transfers of warrants The board of directors proposes that the AGM resolves to approve that the Subsidiary transfers the warrants in accordance with the following terms. The board of directors of the Company will not participate in the programme. 1. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. For cases where one or more Participant do not acquire their full allotment, the Subsidiary has the opportunity to offer other Participants to acquire the remaining warrants. Such right shall primarily be given to Participants in Category A, secondarily to Participants in Category B, and thirdly to Participants in Category C.
2. The warrants shall be transferred on market terms at a price (premium) that is set based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model. The value has preliminarily been calculated at approximately SEK 2.93 per warrant based on a share price of SEK 26.60 and a subscription price of SEK 33.44. 3. In other respects, the warrants shall be subject to market terms including a right for the Company and the Subsidiary to repurchase warrants if a Participant's employment with the Company ends. 4. Transfers to Participants require that the acquisition of warrants can be lawfully made and that this can be done with what the board of directors deems to be a reasonable administrative and economic effort. 5. Application to acquire warrants shall be made by 21 May 2020 at the latest. However, the Company's board of directors shall have the right to extend the application period for acquisitions. C: More detailed information about the warrant programme 1. Dilution Assuming full subscription and exercise of all warrants offered, 1,000,000 new shares can be issued, corresponding to dilution of approximately 1.0% of the total number of existing shares and votes in the Company, but with reservation for the recalculation of the number of shares that each warrant entitles to subscribe for that may take place as a result of certain issues, etc. 2. Costs and effects on key figures, etc. The Company's earnings per share will not be affected by the issue, since the warrants' strike price exceeds the current market value of the shares at the time of the issue. The Company's future earnings per share may be affected by the potential dilutive effect of the warrants in the event the Company reports a positive result and the strike price is lower than the market value. The warrants will be transferred at market value, which means that no taxable benefit value will arise and thus no social fees for the Company. The warrant programme will give rise to certain, limited costs in the form of external consulting fees and administration of the warrant programme. 3. Calculation of market value The independent valuation institute/accounting firm Deloitte AB is calculating the market value of the warrants using the Black & Scholes valuation model. 4. Drafting and preparations for the warrant programme The warrant programme has been prepared by the board of directors and members of the group management and external advisors and in accordance with guidelines for remuneration to senior executives adopted by the AGM 2019 as ell in accordance with guidelines from the remuneration committee, and in consultations with major shareholders. The board of directors has thereafter decided to submit this proposal to the AGM. Apart from the executives who have participated in the drafting of this matter as per instructions from the Board of Directors, no employee who may be included in the programme has participated in the drafting of the terms. 5. Other share-based incentive programmes, etc. For a description of the Company's other share-based incentive programmes, please refer to the 2018Annual Report and the Annual Report for 2019 which will be published prior to the annual general meeting, and the Company's website. No other share-based incentive programmes are in effect. 6. Authorisations and decision-making rules The AGM assigns the board of directors to execute the decision according to point B above. The board of directors, or the party designated by the board of directors, is authorised to make such minor adjustments that are necessary for the decision's registration with the Swedish Companies Registration Office and Euroclear Sweden AB. Item 16: Resolution regarding authorising the board of directors to decide on repurchase and transfer of own shares
In addition, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on transfers of own shares, with or without deviation from the shareholders' preferential rights, in accordance with the following, main terms:
The purpose of the authorisations is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the company's capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities. The Board of Directors shall have the right to decide on other terms for repurchases and transfers of own shares in accordance with its authorisation. The Board of Directors also has the right to authorise the Chairman of the Board, the Group CEO, or the person designated by the Board to make such minor adjustments that may be necessary in connection with the execution of the Board's decision to repurchase and transfer shares. A valid resolution in favour of the Board's proposal requires the approval of shareholders with at least two-thirds of the votes and shares represented at the Annual General Meeting. Item 17: Resolution regarding authorising the board of directors to decide on new issue of shares A new issue of shares may be carried out with or without deviation from the shareholders' preferential rights. Shares issued with deviation from the shareholders' preferential rights shall be issued at market terms. The Board of Directors shall have the right to decide on other terms for the issue. Payment may be made against cash payment, in-kind payment for through set-off against claims with the company. If the Board of Directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value. The purpose of the authorisation is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the company's capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities. The Chairman of the Board, the Group CEO or the person designated by the Board of Directors shall have the right to make such minor adjustments in the decision that may be necessary for registration of the decision with the Swedish Companies Registration Office. A valid resolution in favour of the Board's proposal above requires the approval of shareholders with at least two-thirds of the votes and shares represented at the Annual General Meeting. Number of shares and votes Further information The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act. Processing of personal data
ABOUT LEOVEGAS MOBILE GAMING GROUP For further information, please contact: Philip Doftvik
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