Extraordinary General Meeting in Betsson AB (publ)
The following resolutions were approved at the Extraordinary General
Meeting of Betsson AB (publ) on 14 November 2011:
· The EGM resolved to issue not more than 488,000 warrants. Each
warrant shall entitle the holder to subscribe for one new Betsson Class
B share, as from the day after the release of Betsson's year end report
for 2013, however no later than 1 March 2014 up to and including 31
March 2014, at an exercise price corresponding to 120 per cent of the
average closing price of Betsson's Class B share on NASDAQ OMX Stockholm
as from 7 November 2011 up to and including 18 November 2011.The
warrants may be subscribed for by AB Restaurang Rouletter - a wholly
owned subsidiary of Betsson AB - whereafter this company shall offer the
warrants to senior executives and other key persons employed within the
group. The non-executive members of the Board of Directors shall not be
eligible to participate in the incentive programme. Allocation of
warrants in accordance with the above-mentioned may take place only to
the extent that the total number of warrants according to the
above-mentioned program and the incentive program for employees abroad
does not exceed 1,000,000 options. If all 1,000,000 warrants or options
are exercised, the share capital of the company will increase by SEK
2,000,000, corresponding to a dilution of approximately 2.4 per cent of
the company's share capital and 1.1 per cent of the votes. The purpose
is to create opportunities to keep and to recruit competent employees to
the group and to increase motivation amongst the employees. The Board of
Directors considers that theadoption of an incentive programme as
described above is in the favour of the group and for the shareholders.
· The EGM resolved to establish an incentive programme (the “Plan”)
for senior executives and other key persons employed in other countries
than Sweden. In order to participate in the Plan, participants must
invest in Betsson shares. These shares can either be shares already held
or be acquired on the market in connection with giving notice of
participation in the Plan. Thereafter, the participants will receive
stock options free of charge. For each invested share the participant
holds within the Plan, the company will grant a certain number of stock
options. Under the prerequisites (i) that the participant remains in
employment within the group when exercising the options; and (ii) the
participant has retained its invested shares in Betsson, each stock
option entitles the holder to purchase one Betsson Class B share at an
exercise price corresponding to 120 per cent of the average closing
price of the Betsson shares on NASDAQ OMX Stockholm from 7 November 2011
up to and including 18 November 2011.The incentive programme is to be
offered to senior executives and other key persons that are employed
abroad. The Plan is to include a maximum of 22,034 Betsson-shares which
the employees will invest in and the granting of up to 661,000 stock
options. Allocation of stock options may take place only to the extent
that the total number of options pursuant to this program and the
incentive program referred to above, does not exceed 1,000,000 options.
The Board of Directors, or a remuneration committee appointed within the
Board of Directors, shall be entitled to decide on the details of the
terms and conditions of the Plan in accordance with the general terms
and guidelines above. In connection with this, the Board of Directors
shall be entitled to make adjustments in order to fulfil special
regulations and market conditions abroad. The Board of Directors also
reserves the right to make other adjustments provided that significant
changes take place in the Betsson group or in its markets which would
mean that the terms and conditions for exercise of options under the
Plan become inappropriate. Furthermore, the Board of Directors shall be
authorised to resolve that stock options may be kept and used despite
the factthat employment in the Group has ceased, for example due to
illness. The purpose is to create opportunities to keep and to recruit
competent employees to the Betsson group and to increase the motivation
amongst the employees. The Board of Directors considers that the
adoption of the incentive programme as described above is in the favour
of the Betsson group and for the shareholders.
· In order to secure the delivery of Class B shares in accordance with
the Plan above, EGM decided that the Board of Directors shall be
authorised to resolve to issue no more than 661,000 warrants at one or
several occasions during the period until the Annual General Meeting
2012. The warrants shall be granted free of charge and may be subscribed
for by the subsidiary AB Restaurang Rouletter.
· The Annual General Meeting of 2011 authorised the Board of Directors
to resolve to repurchase, on one or several occasions prior to the next
annual general meeting, as many shares as may be purchased without the
company's holding at any time exceeding 10 per cent of the total number
of shares in the company. It was further resolved that the Board of
Directors be authorised to resolve to transfer of the company's own
shares, as payment upon the acquisition of companies orbusinesses, at a
price equivalent to the quoted share price at the time of transfer. The
objectives of these authorisations were to give the Board of Directors
greater scope to act when working with the company's capital structure
and to give the company greater flexibility in the distribution of
capital to its shareholders. The EGM decided to expand the objective of
the resolved authorisation regarding repurchasing of the company's own
shares to also include the objective of ensuring delivery of Class B
shares under all of the company's incentive programmes.
Stockholm, November 2011
