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2016-04-13

Invitation to the Annual General Meeting of shareholders of Betsson AB (publ)

eral Meeting of shareholders of Betsson AB (publ)

The shareholders of Betsson AB (publ) (the ”Company”), are hereby invited to
the Annual General Meeting of shareholdersto be held on Thursday, 12 May 2016
at 10.00 a.m. at Salong 6, Filmstaden Sergel SF Bio, Slöjdgatan 6, Hötorget in
Stockholm.

Notice to attend etc.

Shareholders who wish to attend the Annual General Meeting (the ”AGM”) must

-- be entered in the register of shareholders held by Euroclear Sweden AB by
Friday, 6 May
2016; and
-- notify the Company of their intention to participate no later than on
Monday, 9 May 2016.

Notice of participation in the meeting shall be made via the notification form
available at www.betssonab.com. Notification may also be made by telephone on
+46 (0)8-506 403 00. When giving notice of participation, the shareholder must
state name, social security number or company registration number, address,
telephone number and shareholding. Shareholders who are represented by proxy
shall send such proxy together with registration certificate or corresponding
documentation to the Company (anders.eriksson@betssonab.com) in connection with
the notification to attend the AGM. Proxy forms for shareholders who wish to be
represented by proxy will be made available on the Company’s website
www.betssonab.com.

Shareholders who hold their shares through nominees (Sw. förvaltare) must
request a temporary registration of the shares in their own name, with
Euroclear Sweden AB. Shareholders who wishes to obtain such registration must
contact the nominee regarding this well in advance of 6 May 2016.

Proposed Agenda

1. Opening of the Meeting

2. Election of a Chairman at the Meeting

3. Preparation and approval of the register of shareholders entitled
to vote at the Meeting

4. Approval of the agenda

5. Election of one or two persons to check the minutes

6. Determination of whether the Meeting has been duly convened

7. Statement by the Chief Executive Officer

8. Presentation of the Annual Report and Auditor’s Report

9. Resolution to adopt the Income Statements and Balance Sheets of
the Parent Company

and the Group

10. Resolution on allocations concerning the Company’s earnings in
accordance with the adopted

Balance Sheet

11. Resolution to discharge the members of the Board of Directors and
the Chief Executive Officers

from liability

12. Amendments of the Articles of Association

13. Determination of the number of members and deputy members of the
Board of Directors

14. Determination of the fees to be paid to the members of the Board of
Directors and the auditors

15. Election of members of the Board of Directors, Chairman of the
Board of Directors and Auditor

16. Establishment of a Nomination Committee

17. Resolution concerning guidelines for the remuneration of senior
executives

18. Resolution on incentive programme

a) Resolution on incentive programme based on tradable warrants mainly for
employees in Sweden

b) Resolution on incentive programme based on stock options

c) Resolution on authorisation for the Board of Directors to resolve on
issue of Class C shares

d) Resolution on authorisation for the Board of Directors to resolve on
repurchase of Class C shares

19. Share split and automatic redemption procedure, to include

a) resolution to implement a share split;

b) resolution to reduce share capital through automatic redemption of
shares; and

c) resolution to increase share capital through a bonus issue

20. Resolution to authorise the Board of Directors to resolve on the
repurchase and transfer of Class B shares

21. Resolution to authorise the Board of Directors to resolve on the
issue of shares and/or convertible bonds

22. Closing of the Meeting

Proposals

Election of the Chairman of the Meeting (item 2)

The Nomination Committee, comprised of John Wattin, appointed by the Hamberg
family and Hamberg Förvaltning AB, Michael Knutsson, appointed by Knutsson
Holdings AB and Chairman of the Nomination Committee, Christoffer Lundström,
appointed by Provobis AB and the Lundström family, and Pontus Lindwall, Chaiman
of the Board of Directors of Betsson AB, proposes that Pontus Lindwall be
appointed Chairman of the Meeting.

Dividends (item 10)

As set out below, the Board of Directors has proposed a procedure for the
redemption of shares which means a transfer of value in cash to the
shareholders in about SEK 624.2 million.

Amendments of the Articles of Association (item 12)

The Board of Directors proposes that Clause 4 of the Articles of Association
shall read as follows: "Number of shares shall be not less than 140 million and
not more than 560 million" and that Clause 5, first paragraph read: "Shares may
be issued in three classes, Class A, B and C. In a vote at a General Meeting,
Class A shares shall carry ten votes and Class B or C shares one vote. Class A
shares may be issued to a maximum number of 33 million, Class B shares may be
issued to a maximum number of 530 million shares and Class C shares may be
issued to a maximum number of 30 million." Furthermore, the Board of Directors
proposes that Clause 9, second paragraph shall read as follows: "The assignment
as auditor shall apply until the end of the Annual General Meeting held during
the second financial year after the auditor was appointed.”

A valid resolution according to the Board of Directors’ proposals above
requires approval of shareholders representing at least two-third of both the
votes cast and the shares represented at the Meeting.

Election of the Board, Auditor etc. (items 13-15)

The Nomination Committee proposes that the Board of Directors shall consist of
six members without deputies. For the period until the end of the next AGM, the
Nomination Committee proposes re-election of Pontus Lindwall, Patrick Svensk,
Lars Linder Aronson, Kicki Wallje-Lund, Martin Wattin and Jan Nord as members
of the Board of Directors. The Nomination Committee proposes that Pontus
Lindwall be re-elected as Chairman of the Board of Directors.

The Nomination Committee proposes the remuneration for the Board to be a total
amount of SEK 2,550,000 to be allocated as follows: SEK 420,000 for each member
of the Board of Directors who is not employed by the Company. The proposed
remuneration to members of the Compensation Committee and the Audit Committee
is SEK 210,000 and SEK 240,000, respectively, to be allocated amongst the
members in the respective Committee. The remuneration for the Compensation
Committee and the Audit Committee is included in the total amount mentioned
above.

The Nomination Committee further proposes to the AGM an extra fee of SEK
294,575 be paid to Lars Linder-Aronson for his assignment as Chairman of the
Company during the period from 20 July 2015 to 1 March 2016, i.e. during the
time when Pontus Lindwall served as CEO of the Company.

The Nomination Committee proposes re-election of PricewaterhouseCoopers AB as
auditor for the period until the end of the AGM to be held in 2018. The
auditing company has the intention to appoint the authorised public accountant
Niklas Renström as the main responsible auditor.

The Nomination Committee proposes the fees for the auditors be paid according
to approved invoices.

It is noted that the Chairman of the Board of Directors shall not receive any
remuneration referred to above since he is employed by the Company with an
annual salary of currently SEK 5,400,000 and variable salary currently not
exceeding SEK 1,800,000 and pension benefits currently amounting to 35 per cent
of base salary and company car.

Establishment of a Nomination Committee (item 16)

The Nomination Committee proposes that the following principles shall apply for
the establishment of the Nomination Committee in relation to the AGM 2017:

The Chairman of the Board shall no later than 30 September 2016 convene a
meeting with the three by votes largest shareholders or known group of
shareholders of the Company, who each shall have the right to appoint one
member of the Nomination Committee. If any of the three largest shareholders or
known group of shareholders renounce from their right to appoint a member of
the Nomination Committee, the next largest shareholder or known group of
shareholders is to be provided with the opportunity to appoint a member of the
Nomination Committee. In addition, the Chairman of the Board of Directors shall
be a member of the Nomination Committee. Neither the CEO nor any other member
of the management shall be a member of the Nomination Committee. The Chairman
of the Board shall convene the initial meeting of the Nomination Committee. A
representative of the shareholders shall be elected as Chairman of the
Nomination Committee. The term of office for the Nomination Committee is until
a new Nomination Committee has been appointed. The names of the members of the
Nomination Committee shall be announced no later than six months prior to the
AGM 2017.

The Nomination Committee shall be constituted based on known ownership of the
Company as of 31 August 2016. In the event of major changes in the shareholding
of the Company after the establishment of the Nomination Committee, the
composition of the Nomination Committee may be changed in accordance with the
above principles. Such changes shall be made public immediately.

The Nomination Committee shall prepare and at the AGM present proposals
regarding the election of Chairman of the Board of Directors along with other
members of the Board of Directors, remuneration of the members of the Board of
Directors divided between the Chairman and other members and, where
appropriate, compensation for work in committees, election of and fees to the
auditors, establishment of the principles regarding election of the Nomination
Committee, and election of Chairman at the AGM.

The Nomination Committee shall, upon approval by the Chairman of the Board of
Directors, be entitled to burden the company with costs, for example in respect
of recruitment consultants or other costs necessary for the Nomination
Committee to fulfil its duties.

Resolution concerning guidelines for the remuneration of senior executives
(item 17)

The Board proposes that the AGM is approving the following guidelines for
remunerating senior executives. Senior executives mean the management team of
the group, consisting of the CEO, the CFO and the director of communications of
the parent company and the general counsel of the Group. If the Chairman of the
Parent Company is employed by the Company, also the Chairman will be covered by
these guidelines. Remuneration shall be paid on ordinary market and competitive
terms in order to attract and retain competent senior executives. The
remuneration consists of a fixed salary, variable salary, pensions and other
fringe benefits such as company cars.

The variable salary shall be payable provided that certain financial and other
measurable objectives established by the Board have been met. >The variable
salary shall be depending on the extent to which the targets have been
fulfilled or exceeded. If the financial targets have been exceeded at the
highest level (“out-perform”), the cost for the group in respect of variable
salary for the Chairman of the Board of Directors and the senior executives is
estimated to approximately SEK 8.6 million including social contribution fees.

Ordinary retirement age shall be 65 years. Pension benefits shall be
competitive and based on defined contribution plans.

The notice period should normally be between six and twelve months if
termination of the employment is made by the company and six months if the
employment is terminated by the employee. In case of termination of employ...

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