At the Annual General Meeting (the “AGM”) in Betsson AB (publ) on 11 May 2017 the shareholders adopted the following main resolutions:
• The AGM adopted the presented annual report and discharged the members of the Board of Directors and the CEO for liability in respect of the financial year 2016.
• The AGM resolved to re-elect Pontus Lindwall, Patrick Svensk, Kicki Wallje-Lund, Martin Wattin and Jan Nord, as members of the Board of Directors. Pontus Lindwall was re-elected as Chairman of the Board of Directors. Lars Linder Aronson had declined to stand for re-election.
• The AGM approved the proposal by the Nomination Committee regarding principles for the establishment of the Nomination Committee in relation to the AGM 2018.
• The AGM approved the Board of Directors’ proposal regarding guidelines for the remuneration of senior executives.
• The AGM resolved in accordance with the proposals by the Board of Directors to establish two incentive programmes under which the Company invites approximately 50 senior executives and other key employees to either purchase transferable options or be granted stock options in the Company.
The number of transferable options to be issued under the transferable option plan shall not exceed 210,000, representing a dilution effect of approximately 0.15 percent of the share capital and 0.07 percent of the votes after dilution. The price for the transferable options (the premium) shall correspond to the market value determined by an external valuation by applying a generally accepted valuation method. Payment for the transferable options shall be made in cash. Each transferable option entitles the holder to purchase one Class B share in the Company at an exercise price equal to 130 percent of the average market price of the Company’s Class B share on Nasdaq Stockholm during the period from 23 June 2017 until 30 June 2017. The options are exercisable during the period from 24 July 2020 until 14 August 2020. The terms of the transferable options shall contain a provision under which the number of options that a participant can exercise may not exceed an aggregate value, at the time of exercise, corresponding to the allotted number of options multiplied by 130 percent of the closing price for the Company's Class B shares on 30 June 2017. The Company shall reserve a pre-emption right to repurchase the transferable options at market value if the holder’s employment within the Group is terminated or if the holder wishes to transfer its options.
Employees who participate in the stock option plan will receive allocation of stock options for no consideration. In order to participate in the stock option plan, the employees have to own Betsson shares. These shares can either be shares already held or shares purchased on the market in connection with notification to participate in the stock option plan. The amount to be invested in Betsson shares shall correspond to the option premium that would have been paid if the participant participated in the transferable option plan. The stock options may be exercised to acquire Class B shares in the Company during the period from 24 July 2020 until 14 August until 2020. Provided that the participant is still employed by the Betsson Group upon exercise of the options, each stock option entitles the employee to acquire one Class B share in the Company at an exercise price equal to 130 percent of the average closing price of the Company's Class B shares listed on Nasdaq Stockholm from and including 23 June 2017 to 30 June 2017. Furthermore, the participant must have retained the initial investment in Betsson shares to be able to exercise the stock options. The stock options are offered to a total maximum of 40 senior executives and other key employees who are employed abroad. The stock option plan comprises a maximum of 1,195,000 stock options. Participants will be divided into different categories when determining the allocation of options. Allocation of stock options may only occur to the extent that the total number of stock options under the stock option plan and the transferable option plan amounts to a maximum of 1,405,000 options, corresponding to a dilution of approximately 0.97 percent of the share capital and 0.48 percent of the votes after dilution. In order to limit the value of the stock options and thereby also the Company's costs, the terms of the stock option plan shall contain provisions under which the number of options that a participant can exercise may not exceed the aggregate value, at the time of exercise, corresponding to the allotted number of options multiplied by 130 percent of the closing price for the Company's Class B shares at the time of the launch of the programme on 30 June 2017.
• To ensure delivery of shares or at least to hedge the Company’s costs, including social security costs, in accordance with the proposed incentive programmes above, the AGM resolved to authorise the Board of Directors to resolve on a directed issue of Class C shares to a bank or a securities company and that the Board of Directors is authorised to resolve to repurchase shares of the subscriber as set out below. The Class C shares shall during the term of the options be held by the Company. Upon exercise of warrants or stock options the required number of Class C shares will, after conversion to Class B shares, be transferred to participants in accordance with the terms of the options, alternatively held to hedge the costs of the programme, including social security costs.
• The AGM resolved to authorises the Board of Directors to resolve, prior to the next AGM, to repurchase Class C shares. Repurchase of Class C shares may only be effected through a public offer directed to all holders of Class C shares and must include all of the outstanding Class C shares. Purchase of shares shall be at a price equal to their quota value. Payment for the Class C shares shall be made in cash. The purpose of the repurchase of Class C shares is that the Company shall ensure delivery of shares or at least to hedge the Company’s costs, including social security costs, under the outstanding incentive programmes from time to time.
• The AGM resolved on a share split with automatic redemption of shares. The redemption of shares programme means that approximately SEK 658.9 million, corresponding to SEK 4.76 per share, will be distributed to the shareholders of the Company. The adopted resolutions regarding share split and redemption of shares included the following:
(i) A resolution on a share split (2:1), where each existing share (irrespective of series of share) is divided into two shares. One of these shares will be a so called redemption share. The record date for the share split is 26 May 2017.
(ii) A resolution to reduce the share capital through an automatic redemption programme, whereby 16,260,000 Class A shares, 122,155,730 Class B shares and 6,077,508 Class C shares is redeemed with repayment to the shareholders. No redemption price will be paid for any redemption shares of Class A, Class B or Class C that are held by the Company.
(iii) A resolution to increase the share capital through a bonus issue, whereby the share capital of the Company is restored to its original amount prior to the resolution to decrease the share capital.
Trading in redemption shares will take place from 29 May 2017 up to and including 12 June 2017. The record date for the redemption of shares is 14 June 2017. Payment is expected to be made through Euroclear Sweden AB on 19 June 2017.
• The AGM resolved to authorise the Board of Directors to resolve to repurchase, on one or several occasions prior to the next AGM, as many shares as may be purchased without the Company’s holding at any time exceeding 10 percent of the total number of shares in the Company. Further, it was resolved to authorise the Board of Directors to resolve on the transfer of the Company’s own shares, as payment upon the acquisition of companies or businesses, at a price equivalent to the quoted share price at the time of transfer. The authorisation to transfer own shares is limited whereby the Board of Directors may not resolve on the transfer of more than 14.4 million Class B shares also taken into consideration any shares issued by the Board of Directors under the authorisation pursuant to the item below.
• The AGM further resolved to authorise the Board of Directors to resolve, on one or several occasions prior to the next AGM, to issue shares and/or convertible bonds for payment in kind or by way of set-off, that involve the issue of or conversion into up to 14.4 million Class B shares (corresponding to a dilution of about 10.0 percent of the share capital and of about 5.1 percent of the shareholders votes). The authorisation above shall be limited whereby the Board of Directors may not resolve to issue shares and/or convertible bonds that involve the issue of or conversion into more than 14.4 million Class B shares also taken into consideration any shares transferred by the Board of Directors under the authorisation to transfer shares described above.
For further information, please contact:
Ulrik Bengtsson, CEO and President Betsson AB
+46 (0)8 506 403 00
Pia Rosin, VP Corporate Communication Betsson AB
+46 (0)73 600 85 00, pia.rosin@betssonab.com
