BETSSON B Shareholders in
Following the guidelines from the
Notification etc.
Shareholders wishing to take part in the meeting must;
· be listed in the shareholders' register kept by
· notify their intention to take part in the General Meeting no later than Monday,
Notification to attend the General Meeting must be given via the booking form on www.betssonab.com. Notification may also be given by telephone on +46 (0)8 506 403 00. Notification should state the name, personal/company registration number, address, telephone number and shareholding. If participation is by proxy, such authorisation together with the registration certificate or other authorising documents should be sent to the Company: johan.fagerlund@betssonab.com, at the time notification is given to attend the General Meeting. Proxy forms for shareholders wishing to attend the Meeting through an agent will be made available on the Company's website www.betssonab.com.
In order to reduce the risk of spreading covid-19, the Board of Directors of
Shareholders who have their shares registered in a custody account, must ask his/her bank/broker to register their shares in their own name with
Proposed agenda
1. Opening of the Meeting
2. Election of chairperson for the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Address by the Chief Executive Officer
8. Presentation of the Annual Report and the auditor's report as well as the consolidated accounts and consolidated auditor's report
9. Resolution on adoption of the profit and loss statement and balance sheet for the Parent company and Group
10. Resolution on the appropriation of the Company's profits or losses according to the adopted balance sheet
11. Resolution on discharge of liability for the members of the Board and the Chief Executive Officer
12. Adoption of the number of board members and alternates as well as auditors and deputy auditors
13. Adoption of the remuneration for the board members and fees for the auditors
14. Election of a Board of Directors, the Chairman of the Board and auditors
15. Proposed resolution on a Nomination Committee
16. Resolution on guidelines on remuneration for senior executives
17. Resolution on an incentive scheme
a. Resolution on an incentive scheme based on transferable call options
b. Resolution on an incentive scheme based on employee stock options
18. Splitting of shares and automatic redemption procedure comprising
a. resolution on conducting a share split,
b. resolution on a reduction in the share capital by automatic redemption of shares, and
c. resolution on an increase in the share capital through a bonus issue
19. Resolution on authorising the Board of Directors to resolve upon a repurchase and transfer of series B shares
20. Resolution on authorising the Board of Directors to resolve upon an issue of shares and/or convertibles
21. Resolution on amendment of the Articles of Association
22. Closing of the meeting
Proposed resolutions
Election of a chairperson for the Meeting (item 2)
The Nomination Committee, comprising John Wattin, appointed by the Hamberg family and Hamberg Förvaltning AB,
Resolution on the appropriation of the Company's profits or losses according to the adopted balance sheet (item 10)
As set out under item 18 below, the Board of Directors proposes a redemption procedure entailing a cash value transfer to the shareholders of approximately
Election of board of directors, auditor etc. (items 12-14)
The Nomination Committee proposes that the Board of Directors shall comprise seven members without alternates. The Nomination Committee proposes the re-election of
The Nomination Committee proposes remuneration to the Board of
It is also proposed that the fee to the Company's auditors shall be paid against an approved invoice.
In accordance with the EU's Audit Regulation, the Audit Committee has conducted a tender process for the annual audit of the Company's financial reports. Following the result of the process, the Nomination Committee proposes that the registered accounting firm,
Proposed resolution on a Nomination Committee (item 15)
The Nomination Committee proposes that a new Nomination Committee ahead of the 2021 Annual General Meeting should be appointed as follows:
The board Chair shall, no later than
The Nomination Committee shall be constituted based on the known shareholding in the Company as at
The Nomination Committee shall prepare and submit to the General Meeting proposals for the election of a board chair and other members to the Company's board of directors, remuneration of the Board divided between the Chair and other Members as well as any remuneration for committee work, the election of and fee for an auditor, resolutions on principles for appointing of a nomination committee as well as a chair for the Annual General Meeting.
The Nomination Committee shall have the right, following approval from the board Chair, to bill the company for the costs of, for example, recruitment consultants or other costs that are required for the Nomination Committee to be able to perform its mandate.
Resolution on guidelines on remuneration for senior executives (item 16)
The Board of Directors proposes that the 2020 General Meeting resolve that the following guidelines on remuneration for senior executives shall be valid until the 2024 Annual General Meeting unless prevailing circumstances dictate otherwise. The guidelines comprise the Chief Executive Officer and other senior officers. Remuneration included in the guidelines shall comprise salaries and other benefits to senior executives. Remuneration equates to the transfer of securities and assignment of the right to purchase securities from the Company in future. The guidelines do not include the Company's incentive scheme whereby senior officers acquire a right to buy shares in the Company in the future. To get an idea of the Company's total remuneration package, the Company's incentive scheme is described in more detail in a separate section after the proposed guidelines on salaries and other benefits to senior executives in the Company's management.
The guidelines' contribution to the Company's business strategy, long-term interests and sustainability
The Company's business strategy is based on our values which are underpinned by the three pillars "Talented people, Quality products and Operational excellence". The aim of the remuneration package is to motivate, retain, and reward qualified personnel for their contribution to achieving the Company's business strategy, long-term interests, and sustainability.
Different forms of remuneration
To retain and attract competent employees to the Company's senior management, the remuneration must be competitive and based on prevailing market conditions. Remuneration must comprise a fixed salary, results-based salary as well as a pension and other benefits. In addition, the Annual General Meeting may resolve on a share-based remuneration, among other things. The fixed salary forms the basis of the market-oriented total remuneration to attract senior executives to the Company's management. The results-based salary is paid on the provision that the Company meets certain financial and other measurable targets as determined by the Company's Board of Directors and varies depending on the extent to which the targets are met or exceeded. If all targets are exceeded to the highest level, i.e. they outperform, the Company's expenses for results-based remuneration to the Company's senior executives for 2020 is estimated at approximately
Termination of employment
Notice of termination should normally be six to twelve months if notice is given by the Company and six months if notice is given by the senior officer. Where notice is given by the Company, severance pay may amount to no more than the equivalent of twelve months' pay.
Salaries and employment terms for employees
When drafting these guidelines on remuneration for senior executives in the Company's management, salaries and employment terms for the Company's employees were taken into account by including information on the employee's total remuneration. Furthermore, the remuneration's various components, the increase in remuneration and rate of increase over time formed part of the Remuneration Committee's and Board of Directors' basis when deciding on the evaluation of guidelines for remuneration and when assessing whether the guidelines and the limitations derived therefrom are reasonable. The remuneration report, which will be produced and presented at the 2021 Annual General Meeting, regarding paid and available remuneration comprised by these guidelines, will show the development of the gap between the senior executives' remuneration and other employees' remuneration.
Decision-making process for establishing, monitoring and implementing guidelines
The Company's Board of Directors has set up a remuneration committee, whose main tasks are to prepare the Board of Directors' resolutions in matters of remuneration principles for the Chief Executive Officer, evaluate the variable remuneration for senior executives as well as evaluate the application principles for remuneration and provisions for key personnel, as resolved by the Annual General Meeting. The Remuneration Committee shall also follow and evaluate the application of the guidelines on remuneration of the Company's senior executives, which the Annual General Meeting must by law resolve on, as well as the applicable remuneration structures and remuneration levels in the Company.
The Board of Directors shall prepare proposed new guidelines at least every four years and present the proposal to the General Meeting for resolution. The Company's Chief Executive Officer and other senior executives shall not take part in the Board of Directors' discussions and resolutions on guidelines on remuneration to senior executives where they are affected by such resolutions.
Departure from the guidelines on remuneration
The Board of Directors may temporarily resolve to depart from the guidelines, in whole or in part, where, in individual cases, there are special reasons for this and departure from the guidelines is necessary to uphold the Company's long-term interests and sustainability or to safeguard the Company's financial strength.
This proposal is in line with the guidelines adopted at the 2019 Annual General Meeting in all important aspects.
Description of the Company's incentive scheme
The Company's incentive scheme was introduced at the end of 2008. The scheme was resolved upon by the General Meeting. Share options are allotted to senior executives in the Company's management and other key personnel upon resolution by the Board of Directors. In total, 10 incentive schemes have been resolved upon and introduced since the start of 2008. Each incentive scheme comprises various parts, in which employees (in
Resolution on an incentive scheme (item 17)
The Board of Directors proposes that the General Meeting resolve that two incentive schemes be set up whereby the Company invites 13 of the Company's senior officials and other key personnel to either buy transferable call options in the Company as set out under item 17 a) or be allotted employee stock options in the Company as set out under item 17 b) below.
Motive for the proposed incentive schemes
The motive for the proposed incentive schemes is to create conditions for retaining and recruiting competent personnel to the Company, increase motivation among the employees, promote Company loyalty, and thereby increase shareholder value and long-term growth in the value of the Company.
In light of this, the Board of Directors assesses that adoption of the schemes as below will have a positive effect on the Company's future development and will, consequently, be beneficial for both the Company and its shareholders.
Preparation
The proposed incentive schemes have the support of the Company's major shareholders.
Resolution on an incentive scheme based on transferable call options (item 17 a)
The scheme in brief
The Board of Directors proposes that the General Meeting resolve that an incentive scheme be set up whereby the Company invites four of the senior executives to buy call options in the Company at market value (the "Call Option Scheme").
The Call Option Scheme is mainly intended for senior executives in
The number of call options issued under the Call Option Scheme shall not exceed 460,000, equivalent to a dilution of approximately 0.3 percent of the share capital and approximately 0.2 percent of the votes in the company. Oversubscription is not possible.
The terms of the call options
i. The call options shall be offered to senior executives in the Group.
ii. The price of the call options (the option premium) shall be equivalent to the options' market value based on an external valuation applying an accepted valuation method. Payment for purchased call options shall be in cash.
iii. Each call option entitles the holder to purchase a series B share in the Company at an exercise price equivalent to 130 percent of the average price paid for the Company's series B share at Nasdaq Stockholm for the period from
iv. Utilisation of the call options may take place in the period from
The Company shall reserve the right to repurchase call options in the event the participant's employment in the Company is terminated or in the event the holder wishes to transfer his/her call options.
Majority requirements
The Board of Directors' proposal would mean that the General Meeting would pass a resolution for the Company, in departure from the shareholders' preferential right, to transfer series B shares to the option holders at a set exercise price. Such transfers are covered by the provisions set out in Chapter 16 of the Swedish Companies Act [Aktiebolagslagen (2005:551)], which means that a resolution on the Call Option Scheme is only valid if it is represented by at least 9/10ths of both the votes cast and the shares represented at the meeting.
Resolution on an incentive scheme based on employee stock options (item 17 b)
The scheme in brief
The Board of Directors proposes that the General Meeting resolve that an incentive scheme be set up for senior executives or key personnel who are employed abroad (the "Employee Stock Option Scheme").
Employees participating in the Employee Stock Option Scheme will receive a no-payment allotment of employee stock options. Participation in the Employee Stock Option Scheme requires an investment in
Private investment
To be able to participate in the Employee Stock Option Scheme requires the employees to own
General terms
The employee stock options may be utilised to purchase series B shares in the Company in the period from
Provided that the participant is still employed in the Company at the time the options are utilised, each employee stock option entitles the employee to purchase one series B share in the Company at an exercise price equivalent to 130 percent of the average price paid for the Company's series B share at Nasdaq Stockholm for the period from
Formulation and management
The Board of Directors, or a remuneration committee appointed within the Board, shall be responsible for more detailed formulation of the Employee Stock Option Scheme within the framework of the above-stated terms and guidelines. Within this context, the Bboard of Directors shall have the right to make adjustments in order to meet any special rules or market requirements abroad. The Board of Directors shall also have the right to make adjustments to the Employee Stock Option Scheme in the event of significant changes within the Company or its environment, which mean that terms established for the Employee Stock Option Scheme are no longer suitable.
Furthermore, should special reasons exist, the Board of Directors shall be able to resolve that options can be retained and utilised if employment in the Company is terminated, due for example to illness.
Allotment and dilution
The Board of Directors proposes that stock employee options be offered to a total of nine senior executives and other key personnel who are employed abroad. It is proposed that the Employee Stock Option Scheme comprise a total of no more than 940,000 employee stock options. The participants will be split into different categories in order to determine how options are allotted.
The allotment of employee stock options may only take place to the extent that the total number of options according to the Employee Stock Option and Call Option Scheme amount to a maximum of 1,400,000 options, equivalent to a dilution effect of approximately 1.0 percent of the share capital and 0.5 percent of the votes in the company after dilution.
Scope and costs
The Employee Stock Option Scheme will be reported in accordance with IFRS 2, which means that the value is written off as a personnel cost over the earning period. Assuming a share price of
To limit the employee stock options' value and therefore the Company's costs, the terms of the Employee Stock Option Scheme shall contain a provision that sets out that a participant may not utilise more options than the point at which the total value of these utilised options at the time of utilisation is equivalent to the allotted number of options multiplied by 130 percent of the latest price paid for the company's B series share at Nasdaq Stockholm at the time the Call Option Scheme is launched on
The annual cost of the Employee Stock Option and Call Option Scheme, including financing costs and social contributions, is calculated at approximately
For information on
Allotment of shares
To ensure the provision of the Company's series B share in accordance with the Employee Stock Option and Call Option Scheme, the Board of Directors will convert the required number of C shares currently held by the Company to B shares. These shares will then be transferred to the participants in accordance with the Employee Stock Option and Call Option Scheme.
The Board of Directors proposes that the Annual General Meeting resolve that no more than 1,400,000 B shares can be transferred to participants in accordance with the terms of the Employee Stock Option and Call Option Scheme.
Majority requirements
The Board of Directors' proposal would mean that the General Meeting would pass a resolution for the Company, in departure from the shareholders' preferential right, to transfer series B shares to the option holders at the set exercise price. Such transfers are covered by the provisions set out in Chapter 16 of the Swedish Companies Act, which means that a resolution on the Employee Stock Option Scheme is only valid if it is represented by at least 9/10ths of both the votes cast and the shares represented at the meeting.
Splitting of shares and automatic redemption procedure (item 18)
The Board of Directors proposes that the Annual General Meeting pass a resolution on an automatic redemption procedure in line with the below proposals. It is proposed that the resolutions be passed together as one resolution.
Resolution on conducting a share split (item 18 a)
The Board of Directors proposes that the Annual General Meeting pass a resolution on conducting a share split, where one existing share in
For a resolution to be valid according to the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least 2/3rds of both the votes cast and the shares represented at the General Meeting.
Resolution on a reduction in the share capital by automatic redemption of shares (item 18 b)
The Board of Directors proposes that the share capital be reduced by
The payment for each redemption share shall be
Resolution on an increase in the share capital through a bonus issue (item 18 c)
To achieve a timely redemption procedure without requiring permission from the Swedish Companies Registration Office or ordinary court, the Board of Directors proposes that the Company's share capital be restored to at least its original amount by increasing the Company's share capital by
Resolution on authorising the Board of Directors to resolve upon a repurchase and transfer of series B shares (item 19)
The Board of Directors proposes that the General Meeting pass a resolution authorising the Board of Directors to purchase shares up until the next Annual General Meeting, on one or more occasions, to a total amount such that the Company's holding at no time exceeds 10 percent of all shares in the Company. Purchases shall be made on a regulated market where shares in the Company are listed and may only take place at a price within the price range registered at any given time, where the range is considered to be between the highest buy price and lowest sell price, or through a purchase offer aimed at all shareholders, where the purchase shall be made at a price which, at the time of the resolution, is equivalent to at least the applicable market value and at most 150 percent of the applicable market value.
It is furthermore proposed that the Board of Directors be authorised, in departure from the shareholders' preferential right, pass a resolution to transfer the Company's own shares as settlement for the acquisition of a company or business at a price equivalent to the market value at the time of transfer.
The authorisation to transfer own shares shall be limited such that the Board of Directors may not resolve to transfer more than 14.4 million series B shares, where any new shares the Board of Directors has resolved to issue based on authorisation as set out under item 20 below are taken into consideration.
The authorisations aim at giving the Board of Directors more room to manoeuvre in its work with the Company's capital structure and at creating flexibility in the Company's opportunities to acquire companies or businesses.
For a resolution to be valid according to the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least 2/3rds of both the votes cast and the shares represented at the General Meeting.
Resolution on authorising the Board of Directors to resolve upon an issue of shares and/or convertibles (item 20)
The Board of Directors proposes that the General Meeting pass a resolution authorising the Board of Directors, on one or more occasions, up until the next Annual General Meeting, with or without departure from the shareholders' preferential right, against cash payment, capital contributed in kind or by set-off, to issue shares and/or convertibles, which means the issue or conversion of a maximum total of 14.4 million series B shares, corresponding to a dilution of approximately 10.0 percent of the capital and approximately 5.1 percent of the votes.
The authorisation as set out above shall be limited such that the Board of Directors may not resolve to issue shares and/or convertibles, which means the issue or conversion of a maximum total of 14.4 million series B shares, where any shares the Board of Directors has resolved to transfer based on authorisation as set out under item 19 above shall also be taken into consideration.
The aim of the authorisation is to increase the Company's financial flexibility and to be able to make payments with own shares and/or convertibles in connection with any acquisitions of companies or businesses that the Company may make, and to regulate any supplementary purchase prices in connection with such acquisitions. Cash issues, in departure from the shareholders' preferential right, may only be made to finance purchase prices to be paid in cash in connection with an acquisition of a company or business. Set-off issues, in departure from the shareholders' preferential right, may only be made in connection with the regulation of supplementary purchase prices as a result of acquiring a company or business. For issues where departure is made from the shareholders' preferential right, the basis for establishing the issue price shall be the prevailing market conditions at the time when shares and/or convertibles are issued.
For a resolution to be valid according to the board of directors' proposal as above, the resolution must be represented by shareholders with at least 2/3rds of both the votes cast and the shares represented at the General Meeting.
Resolution on amendment of the Articles of Association (item 21)
The Board of Directors proposes that the General Meeting resolve that Article 12(1) of the Articles of Association shall have the following wording: "To attend the General Meeting, shareholders must register with the Company no later than the date given in the Notice of the Meeting."
The reason for the proposed amendment to the Articles of Association is that the right to attend the General Meeting is regulated in the Swedish Companies Act and therefore does not need to be regulated by the Articles of Association and that an anticipated change in the law at some point in 2020 will mean that the current wording contradicts the Act.
Miscellaneous
The Board of Directors' full proposal for the resolution above and the associated reports and statements according to the Swedish Companies Act will be available from the Company at the address above and on the Company's website www.betssonab.com no later than
Under Chapter 7, section 32 of the Swedish Companies Act, shareholders have the right to request, during the general meeting, information from the Board of Directors and the Chief Executive Officer concerning circumstances that may affect the agenda and circumstances that may affect the Company's financial situation.
Number of shares and votes
As at
The Board of Directors
For further information, contact:
https://news.cision.com/betsson-ab/r/notice-of-betsson-ab--publ-s-annual-general-meeting,c3109129
https://mb.cision.com/Main/1067/3109129/1245921.pdf
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