Unibet Group plc - Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group plc (“the Company”) will be held on Thursday 6 May 2010 at 15.00 CET at Grand Hotel, S. Blasieholmskajen 8, Stockholm, for the following purposes:
Notice to holders of Swedish Depositary Receipts (“SDR’s”)
Holders of SDR’s who wish to attend the AGM must
(i) be registered in the register kept by Euroclear Sweden AB by 17.00 Monday 26 April 2010;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to attend the AGM no later than 11.00 on Friday 30 April 2010; and
(iii) send an original signed proxy form to the Company no later than 17.00 on Wednesday 28 April, 2010 (unless the Holder will attend the AGM in person).
Requirement (i): Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the AGM (by proxy or in person), temporarily register their SDRs´ in their own name in the register kept by Euroclear Sweden AB/VPC by 17.00 on Monday 26 April 2010. Such Holders must well before that day contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name with Euroclear Sweden AB before Monday 26 April 2010.
Requirement (ii): Holders of SDRs must, to be able to exercise their voting rights at the AGM (by proxy or in person), give notice to SEB of their intention to attend no later than 11.00 on Friday 30 April 2010. This must be done by completing the enrolment form provided on www.unibetgroupplc.com/AGM, "Notification to holders of Swedish Depositary Receipts in Unibet Group plc". The form must be completed in full and delivered electronically.
Requirement (iii): Holders of SDRs who will not attend the AGM in person must send their original signed proxy forms by post or courier so as to arrive at Unibet Group plc, Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU, United Kingdom no later than 17.00 on Wednesday 28 April, 2010. Proxy forms will be available on www.unibetgroupplc.com.
Please note that conversions to and from SDR’s and ordinary shares will not be permitted between 26 April and 6 May 2010.
It is proposed that the AGM conducts the following business:
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the minutes.
6. Determination that the Meeting has been duly convened.
7. The CEO’s presentation.
8. Presentation of the terms of the share option schemes.
9. To receive and consider the Report of the Directors and the Consolidated Financial Statements (Annual Report) prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2009, together with the Report of the Auditors. Resolution (a)
10. To declare a dividend. Resolution (b)
To approve the remuneration report set out on pages 36 and 37 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2009. Resolution (c)
12. To determine the number of Board members. Resolution (d)
13. To determine the Board members’ fees. Resolution (e)
14. To re-elect Kristofer Arwin as a director of the company. Resolution (f)
15. To re-elect Peter Boggs as a director of the company. Resolution (g)
16. To re-elect Daniel Johannesson as a director of the company. Resolution (h)
17. To re-elect Peter Lindell as a director of the company. Resolution (i)
18. To re-elect Anders Ström as a director of the company. Resolution (j)
19. To elect Nigel Cooper as new director of the company. Resolution (k)
20. To elect Stefan Lundborg as new director of the company. Resolution (l)
21. To appoint the Chairman of the Board and Deputy Chairman Resolution (m)
22. To appoint the Nomination Committee. Resolution (n)
23. To reappoint PricewaterhouseCoopers as auditors of the Company and to authorise the directors to determine their remuneration. Resolution (o)
24. To resolve on guidelines for remuneration and other terms of employment for senior management. Resolution (p)
As Special Business, to consider the following resolutions which will be proposed as Extraordinary Resolutions:
25. The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution:
it being noted that
(i) at a board of directors´ meeting held on 12 March 2010, the directors resolved to obtain authority to buy back GBP 0.005 Ordinary Shares/SDR´s in the Company (the purpose of buyback being to achieve added value for the Company’s shareholders); and
(ii) pursuant to article 106(1) (b) of the Companies Act (Cap.386 of the Laws of Malta) a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares/SDR’s to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration,
That the company be generally authorised to make purchases of ordinary shares/SDRs of GBP 0.005 each in its capital, subject to the following:
(a) the maximum number of shares/SDR’s that may be so acquired is 2,825,803;
(b) the minimum price that may be paid for the shares/SDR’s is 1 SEK per share/SDR’s exclusive of tax;
(c) the maximum price that may be so paid be 500 SEK per share/SDR’s; and
(d) the authority conferred by this resolution shall expire on the date of the 2011 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
26. Closing of the meeting.
Proposals related to Agenda items
Agenda item 2
The Nomination Committee proposes that Gunnar Johansson be elected Chairman of the Meeting.
Agenda item 8
The Unibet Group plc Executive Share Option Scheme "Option Scheme"
Following the 2009 AGM the company has the authority to issue and allot new ordinary shares comprising a maximum of 1,000,000 shares during 5 years solely for the purpose of issuing shares to holders and future holders of options under the Option Scheme (the “2009 Authorisation”).
The 2010 options are to be issued after the release of the interim report from the second quarter 2010 and subsequently after each quarter during the year, at the discretion of the Board. These options will constitute the sixth series of six within the Option Scheme.
Each option shall entitle the holder to subscribe for one share with a nominal value of GBP 0.005 each in the capital of the Company. The exercise price for these options shall correspond to 110 percent of the average market value of the Unibet share during a 5 day period prior to the decision to issue the options. The newly issued options will entitle the holder to subscribe for a share in the company during one of four exercise windows. The exercise windows are 1-15 March, 1-15 June, 1-15 September and 1-15 November. The options will be issued to senior management and key employees at Unibet.
The right to exercise the granted options will generally be conditional upon the holder remaining employed with Unibet for at least three years, up to the time when the options are exercised, and on the achievement of a number of goals for 2010. The goals could be financial as well as strategic and will be set by the board, which will also determine whether the goals were met.
Addendum relating to the Option Scheme:
There is an addendum to the Option Scheme containing the following:
• New employees may in connection with the signing of the employment agreement, at the company’s discretion, be granted options with the right to subscribe for shares, provided that he or she remains an employee of Unibet for a period of at least one year from the grant date.
• The company has the discretion to impose a condition to force an option holder who is being relocated to work in another country to exercise their options earlier than the three year period.
• Options granted to Petter Nylander in 2008 and thereafter may also be exercised before the expiry of three years from the date of their issue.
Information relating to the Option Scheme:
In the exercise window ending on 15 November 2009, under the rules of Unibet’s option schemes no. 14 and 15 for senior executives, 98,176 share options were exercised.
Of these options 16,946 options were exercised by issuing 16,946 ordinary shares with a par value of GBP 0.005, and in connection with this exercise, Unibet has received GBP 206,063.36 which has, in full, been taken to equity.
The remaining 81,230 options were exercised using SDRs from Unibet’s Share buy back programme initiated in 2007. In connection with this exercise, Unibet has received GBP 987,756.80, which has, in full, been taken to equity.
In the exercise window ending on 15 March 2010, under the rules of Unibet’s option schemes for senior executives, 25,695 share options granted in 2006 & 2007 were exercised. All of these share options were exercised using SDRs from Unibet’s Share buy back programme initiated in 2007. In connection with this exercise, Unibet received GBP 322,530.84, which has, in full, been taken to equity.
The Board decided to terminate 84,860 of the options granted 2009 (and exercisable 2012) under the Option Scheme, due to only partly satisfied performance conditions.
Since the number of options that become exercisable depends upon the company’s performance during the term of the options, it is difficult to forecast the actual dilution resulting from the options. If 300,000 options are granted in 2010 and are exercised, the increase in the company’s share capital will be GBP 1,500, corresponding to 1.1 per cent of the share capital after dilution. Also considering previously issued options, the aggregate dilution amounts to 3.0 per cent of the share capital.
The purpose with this proposal is to retain and recruit key individuals to the group, as well as increasing the motivation of the employees. The board considers the proposed plan to be advantageous for the group and the company’s shareholders.
Agenda item 10
The Board of Directors proposes that a dividend of GBP 0.71 (equivalent to SEK 7.68 on 19 March 2010 exchange rates and payable in SEK) be declared to be paid to owners of shares/SDR´s as at 6 May 2010. A Euroclear Sweden AB record date of 11 May is proposed. If the AGM approves, the dividend is expected to be distributed by Euroclear Sweden AB on 17 May 2010. For accounting purposes the rate of exchange to be used shall be the SEK-GBP rate prevalent on the date of payment.
Agenda item 11
The Board of Directors proposes that the AGM approves the principles for remuneration as set out in the remuneration report on pages 36 and 37 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2009.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of seven Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 330,500 (the “Total Fee”) be paid to Directors elected at the AGM, who are not employees of the Company. It is proposed that the Board of Directors will distribute the fee within the Board so that the Chairman will receive a fee of GBP 90,000 and a fee of GBP 30,000 be paid to each other Director, and an additional GBP 10,000 be paid for Audit Committee work, 3,500 for Remuneration Committee work and GBP 10,000 for Legal Committee work and an additional GBP 10,000 be paid to the Chairman of the Audit Committee, and 1,750 be paid to the Chairman of each of the other committees.
The Remuneration Committee also proposed that for project work outside of normal Board work, which is assigned by the Board, a fee of GBP 1,000 per full working day be paid.
Agenda item 14-18
CVs for Directors are to be found on page 63 in the Unibet Group plc Annual Report for 2009 and on the company’s website.
Agenda item 19
Nigel Cooper is a British citizen, born in 1949 and a Fellow of the Institute of Chartered Accountants in England and Wales. He spent 33 years in the accounting profession, 21 years as a partner with KPMG in Milan and London specialising in advertising, media and technology clients.
On leaving KPMG in 2005 he joined Rightmove plc, the real estate internet portal, as a Non-executive director prior to floatation on the London Stock Exchange. He resigned from Rightmove in March 2009. Nigel Cooper joined Metro International SA as Non-executive director and chairman of the Audit committee in May 2008.
Agenda item 20
Stefan Lundborg is a Swedish citizen and born in 1965. Stefan Lundborg has a background from private banking, business development and entrepreneurial companies and has been managing director of Stockholms Travsällskap with a wide experience from international gaming.
Agenda item 21
The Nomination Committee proposes that Daniel Johannesson is appointed the Chairman of the Board and Anders Ström is appointed Deputy Chairman.
Agenda item 22
The Nomination Committee proposes that the Annual General Meeting resolves that the Nomination Committee shall, up to the time that a new Nomination Committee is appointed in accordance with a mandate from the next General Meeting of the company, consist of the Chairman of the Board of Directors and representatives from the at least four other of the largest shareholders in the company at the end of the third quarter 2010. The Nomination Committee shall appoint as its chairman the representative of the largest shareholder in terms of voting rights. Should a member of the Nomination Committee leave his or her post on the committee before the committee's work for the year has been completed, if it is deemed necessary a replacement shall be appointed by the same shareholder who appointed the retiring member of the committee or, if this shareholder is no longer one of the largest shareholders, by another shareholder from the group of major shareholders in the company. No remuneration will be paid to the members of the Nomination Committee.
The names of the members of the Nomination Committee shall be announced no later than on the date of publication of the company's interim report for the third quarter in 2010.
Agenda item 23
The Nomination Committee proposes that PricewaterhouseCoopers are re-appointed as auditors for the Company.
Agenda item 24
The Board of directors proposes that the AGM resolves upon guidelines for remuneration to management.
The policy of the Board is to attract, retain and motivate the best managers by rewarding them with competitive salary and benefit packages linked to achieving the Group’s financial objectives.
The performance-related elements of executive remuneration comprise annual bonuses and awards under the Unibet Executive Share Option Scheme. These incentives are designed to be relevant to the overall objectives of the Group and to enhance the business. The performance targets referred to below are reviewed annually and are intended to be stretching and to reward superior performance in light of competition and the prevailing economic climate.
The remuneration packages of the Senior Managers comprise:
• Basic salaries, which are reviewed annually, having regard to individual performance, responsibility and skills, and comparable evidence of other companies in the sector, together with specific employee benefits.
• Performance-related bonuses, which are based on quantitative and qualitative goals. The goals are mainly linked to the company’s financial objectives such as gross winnings and operating profit, as well as the delivery of specific projects and business critical processes. Performance is assessed on an annual basis. Bonuses are only awarded once specified objectives are achieved. The amount of potential bonus compared to basic salary varies depending on position and situation, but is in general less than half the amount of the basic salary.
• Equity awards through option schemes are granted based on position and performance under the terms of the Unibet Group plc's Executive Share Option Scheme, and are linked to the long-term performance of the Group and further align Senior Management’s interests with those of the shareholders.
In the event that a management employee is dismissed, there may be a right to payment in lieu of notice, in which case there will be a predetermined limit. Should the employee resign, there shall be no right to such a payment. At management employee’s resignation, the notice period shall be determined by the terms of his/her employment contract.
The normal age for retirement shall be 65 unless otherwise agreed.
The Board of directors shall have the right to depart from the guidelines in individual cases if there are particular grounds for such departure.
Agenda item 25
The Board of Directors proposes that the acquisition of shares/SDR´s shall take place on the NASDAQ OMX Nordic Exchange in Stockholm or via an offer to acquire the shares/SDR´s to all shareholders. Repurchases may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to NASDAQ OMX Nordic Exchange in Stockholm and details will appear in the Company’s annual report and accounts.
The objective of the buyback is to achieve added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following repurchase the intention of the Board would be to either cancel, use as consideration for an acquisition or issue to employees under a Share Option programme.
Once repurchased under the Maltese Companies Act further shareholder approval will be required before those shares could be cancelled only.
If used as consideration for an acquisition the intention would be that they would be issued as shares/SDR´s and not sold first.
Shareholders/SDR holders representing approximately 25.3 per cent of the voting rights of all shares in the Company have stated that they intend to vote in favour of the proposals of the Nomination Committee.
The Annual Report in English together with other documents regarding the AGM are available on the Company’s website www.unibetgroupplc.com.
By order of the Board
Unibet Group plc
Malta, April 2010
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.
For more information:
Inga Lundberg, Investor Relations +44 788 799 6116
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