Bulletin from the Annual General Meeting of Betsson AB (publ)
Betsson AB (publ) held its Annual General Meeting on Tuesday, 7 May 2024, at which the following main resolutions were decided:
Adoption of balance sheets and profit and loss statements
The Annual General Meeting adopted the Parent Company’s and the Group’s balance sheets and profit and loss statements for 2023.
Discharge of liability
It was decided to discharge the members of the Board of Directors and the CEO from liability for the financial year 2023.
Board of Directors and auditor
The Annual General Meeting re-elected Eva de Falck, Peter Hamberg, Eva Leach, Pontus Lindwall, Johan Lundberg, Louise Nylén and Tristan Sjöberg as members of the Board of Directors. Johan Lundberg was re-elected Chairman of the Board of Directors. Öhrlings PricewaterhouseCoopers AB was elected as auditor.
The fees for the Board of Directors and the auditor were decided in accordance with the Nomination Committee’s proposal.
Instruction for the Nomination Committee
The Annual General Meeting resolved, in accordance with the proposal from the Nomination Committee, to adopt an updated instruction for the Nomination Committee, including principles on how to appoint the Nomination Committee.
Approval of the Board of Directors’ remuneration report and remuneration guidelines
It was decided to approve the Board of Directors’ remuneration report for 2023 and new guidelines for remuneration to executive management.
Long-term share performance plan 2024
The Annual General Meeting decided on the implementation of a performance-based incentive plan, as well as on the transfer of own shares to the participants of the plan.
The plan, in summary, means that the participant will receive a performance share right free of charge, amounting to 225 percent of the participant’s gross annual fixed salary as of 1 January 2024, which, based on the fulfilment of the performance conditions (revenue, EBIT, operational cash flow, and ESG) during the performance period entitles the participant to receive series B shares. The performance period runs from January 2024 to December 2026 and the allocation of performance shares will take place in the second quarter of 2027. The plan will have approximately 14 participants consisting of the CEO, group management and operational management. The Board of Directors will establish target levels for the performance conditions regarding revenue, EBIT, and operational cash flow.
Upon full allocation of performance shares, the number of shares will amount to 980,460 shares of series B in Betsson, corresponding to a dilution effect of approximately 0.7 percent of the share capital and approximately 0.3 percent of the votes in the Company.
Implementation of automatic redemption procedures
It was decided to implement two separate automatic redemption procedures. The redemption procedures means that, in total, approximately EUR 88.5 million, corresponding to EUR 0.645 per share, will be distributed to the Company’s shareholders. The decisions for each of the two redemption procedures included:
- implementation of a share split, where each existing share is divided into two shares,
- reduction in the share capital by automatic redemption of shares, and
- increase in the share capital through a bonus issue.
The record date for the share split for the first redemption procedure will be 17 May 2024, and for the second redemption procedure, 10 September 2024. A currency exchange procedure of the redemption proceeds from EUR to SEK will take place on 15 May 2024 and 6 September 2024, respectively. Trading in redemption shares will take place from 21 May 2024 up to and including 3 June 2024, as well as from 12 September 2024 up to and including 25 September 2024. The record date for the cancellation of the redemption shares will be 7 June 2024 as well as 30 September 2024. Payment is expected to be made through Euroclear Sweden AB’s care on 12 June 2024 as well as on 3 October 2024, respectively.
Authorisations
The Annual General Meeting decided to authorise the Board of Directors to, until the next Annual General Meeting, decide on the repurchase and transfer of series B shares on one or more occasions. The authorisation means that the Board of Directors, with deviation from the shareholders’ preferential rights, may decide on the transfer of the Company’s own shares as payment for the acquisition of a company or business at a price corresponding to the share price at the time of transfer. The authorisation is limited so that the Company’s holding may not exceed 10 percent of all shares in the Company.
It was also decided to authorise the Board of Directors to decide on the issue of shares and/or convertibles, on one or more occasions, during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, capital contributed in-kind or by set-off. The authorisation is limited in that it may not exceed a total of 14.3 million series B shares, which corresponds to a dilution of approximately 10 percent of the share capital and approximately 5 percent of the votes.
Articles of Association
The Annual General Meeting decided to adopt new Articles of Association where, in addition to editorial changes, the Company's limits regarding the number of shares were adjusted.
Minutes
The minutes from the Annual General Meeting, including the complete decisions, will be made available on the Company’s website, www.betssonab.com.
For further information, please contact:
Fanny Mannheimer, Legal Counsel Betsson AB
[email protected]
About Betsson AB
Betsson AB (publ) is a holding company that invests in and manages fast-growing companies within online gaming. The Company is one of the largest in online gaming in Europe and has the ambition to outgrow the market, organically and through acquisitions. This should be done in a profitable and sustainable manner, and with local adaptations. Betsson AB is listed on Nasdaq Stockholm Large Cap (BETS).