Varie
Notice of Extra General Meeting in LeoVegas AB (publ)
STOCKHOLM , July 22, 2019 /PRNewswire/ --
Shareholders wishing to attend the Extra General Meeting must:
1. ��Opening of the meeting and election of the chairman of the general meeting
2. Preparation and approval of voting list
3. Election of one or two person to certify the minutes
4. Determination of whether the general meeting has been duly convened
5. Approval of the agenda
6. Resolution regarding warrant program and issue of warrants 2019/2022
7. Closing of the meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the Extra general meeting.
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants in accordance with below.
Background and purpose The purpose of the proposal, as of previous incentive programs, is to establish conditions to recruit and maintain qualified personnel in the company group and increase the motivation of the participants. The board of directors finds that it is in all shareholders' interest that current and future senior executives, other employees and other key persons have a long term interest in developing a high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
A. Issue of warrants 2019/2022
The Board of Directors proposes that the EGM resolves to issue of a maximum of 1,000,000 warrants, entailing an increase in the share capital upon full exercise by a maximum of
EUR 12,000 . The following terms shall apply to the issuance:
B: Approval of transfers of warrants The board of directors proposes that the EGM resolves to approve that the Subsidiary transfers the warrants in accordance with the following terms.
The right to acquire warrants from the Subsidiary shall be given to a maximum of 50 persons from the group management, senior executives and key persons selected by the board of directors of the Company (the " ").
The board of directors of the Company and the founders Gustaf Hagman and Robin Ramm-Ericson 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.
400,000-1,000,000
250 000–500 000
125 000–250 000
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 EUR 0.40 per warrant based on a share price of EUR 3.51 and a subscription price of EUR 4.65 .
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 11 September 2019 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
The total number of shares in the Company as of the date hereof amounts to 101,652,970 shares, with a corresponding number of votes. The Company holds no own shares.
Complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Luntmakargatan 18 in Stockholm and at the Company's website www.leovegasgroup.com, at least three (3) weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
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.
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
Stockholm , July 2019
The board of directors
Gustaf Hagman , Group CEO
+46 (0) 8-410-367-66, gustaf.hagman@leovegasgroup.com
Mårten Forste, Styrelseordförande
+46 (0) 8-410-367-66, marten.forste@leovegasgroup.com
Philip Doftvik, Director of Investor Relations and Corporate Finance
+46-73-512-07-20, philip.doftvik@leovegasgroup.com
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