Today, at the Annual General Meeting, shareholders Messrs Kristofer Arwin, Peter Boggs, Nigel Cooper, Peter Lindell, Stefan Lundborg and Anders Ström were re-elected as Directors of the Company.
In addition, at the Annual General Meeting, the resolution to pay a total fee of GBP 410,500 to Directors elected at the AGM, who are not employed by the Company, was also approved by Shareholders. It was also agreed that the Board of Directors will distribute the fee within the Board so that the Chairman will receive a fee of GBP 90,000, the Deputy Chairman will receive a fee of GBP 50,000 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, GBP 7,000 for Remuneration Committee work and an additional GBP 10,000 be paid to the Chairman of the Audit Committee, and GBP 1,500 be paid to the Chairman of each of the other committees.
The Annual General Meeting approved 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 at least four other of the largest shareholders in the company at the end of the third quarter 2011. 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 2011.
The meeting also approved that the directors 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);
(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 is 1 SEK per share/SDR exclusive of tax;
(c) the maximum price that may be so paid be 500 SEK per share/SDR and
(d) the authority conferred by this resolution shall expire on the date of the 2012 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
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 the 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.
Board of Directors
Unibet Group plc
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