Notice to holders of Swedish Depositary Receipts ("SDR´s")
Holders of SDR´s who wish to attend the AGM must be registered at VPC AB on Friday 28th April 2006 and must notify Skandinaviska Enskilda Banken AB (publ) of their intention to attend no later than 5 p.m. on Friday 5th May 2006. 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.
Only holdings of SDR´s in the name of the owner are registered under the holder´s own name at VPC AB. Holders of SDR´s whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the AGM, register their SDR´s in their own name. Those holding nominee-registered SDR´s must contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name in good time before Friday 28th April 2006.
Please note that conversions to and from SDR´s and ordinary shares will not be permitted between 28th April and 10th May 2006.
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.
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 31st December 2005, together with the Report of the Auditors.
10.To declare a dividend.
11.Resolution on approval of the principle for remuneration and other employment terms for the Executive management.
12.Determination of the number of Board members and deputy members.
13.Determination of Board members´ fees.
14.To re-elect Peter Boggs as a director of the company
15.To re-elect Daniel Johannesson as a director of the company
16.To re-elect Peter Lindell as a director of the company
17.To re-elect Anders Ström as a director of the company
18.To re-elect Henrik Tjärnström as a director of the company
19.To appoint the Chairman of the Board
20.To appoint the Nomination Committee.
21.To reappoint PricewaterhouseCoopers LLP the retiring auditors and to authorise the directors to determine their remuneration.
As Special business, to consider the following resolutions, which will be proposed as a Special Resolutions:
22.THAT the Directors be granted, with immediate effect, authority for the purpose of section 80 CA 1985 to allot new ordinary shares pursuant to section 80 CA 1985 up to a maximum nominal amount of GBP 1,200 (being 240,000 shares of 0.5p each), solely for the purpose of issuing shares to holders and future holders of options under the Unibet Group plc Executive share option schemes, such authority (unless previously revoked, varied or renewed) to be valid for 5 years from the date of passing of this resolution.
THAT the Directors be empowered, pursuant to section 95 CA 1985, to allot equity securities for cash pursuant to the authority referred to above as if section 89(1) CA 1985 did not apply to such allotment, such power to expire 5 years from the date of the passing of this resolution.
23.Closing of the meeting.
Board of Directors
Proposals related to Agenda items
Agenda item 2
The Board of Directors proposes that Gunnar Johansson be elected Chairman of the Meeting.
Agenda item 8 and 22
The general options scheme
The authority to allot new ordinary shares comprises a maximum of 240,000 options to be issued after the release of the interim report for the second quarter 2006. Some of these options may be issued at another point in time during 2006. These options will constitute the second series of four within Unibet´s share option scheme. Unibet intends to obtain authority to allot future shares for series 2007 and 2008 at future annual general meetings.
Each option shall entitle the holder to subscribe for one share with a nominal amount of 0.5p each. 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 from November 1, 2009 to November 15, 2009. The options will be issued to employees in the group management of Unibet.
The right to exercise the granted options will be conditional upon the holder remaining an employee of Unibet for at least three years, up to the time when the options are exercised, and on the achievement of a number of financial goals for 2006. The financial goals will be set by the board, which will also determine whether the goals were met or not at the end of each year.
Addendum relating to the general programme
There is an addendum to the scheme which applies to the recruitment of new staff. Options issued under the addendum give the employee 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 options may be granted at other times than in connection with the interim report for the second quarter. In other respects, the terms and conditions are the same as for the general options scheme.
Information relating to both programmes
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 all the issued 240,000 options are exercised, the increase in the company´s share capital will be GBP 1,200, corresponding to 0.9% of the share capital after dilution. Also considering previously issued options, the aggregate dilution amounts to 1.8% of the share capital.
The purpose with the proposed plan 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 SEK 2.25 be declared to be paid to owners of shares/SDRs as at 10 May 2006. As VPC record date 15th May is proposed. If the AGM approves, the dividend is expected to be distributed by VPC on 18th May 2006.
Agenda item 11
The Board of Directors proposes that the AGM approves the principles for remuneration as set out in the remuneration report on page 30 of the Company´s Annual Report and Financial Statements for the year ended 31st December 2005.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of five Directors and no Deputy Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 190,000 be paid to Directors elected at the AGM, who is not an employee 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 130,000 and a fee of GBP 15,000 be paid to each other Director, and an additional GBP 4,000 be paid for Audit Committee work and GBP 2,000 for Remuneration Committee work and an additional GBP 1,000 be paid to the Chairman of each committee.
The Remuneration Committee also proposed that for project work outside of normal Board work, which is assigned by the Board, a fee of GBP 750 per full working day be paid.
Agenda item 14-18
CVs for Directors are to be found on page 52 in the Unibet Group plc Annual Report for 2005 and on the company´s website.
Agenda item 19
The Nomination Committee proposes that Anders Ström is appointed the Chairman of the Board.
Agenda item 20
Is it proposed that Anders Ström, Staffan Persson and Andreas Versteegh be elected as members of the Nomination Committee.
Shareholders representing approximately 32.7% 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 Swedish and English, will be available on the Company´s website www.unibetgroupplc.com from 5 April 2006.
Unibet Group plc
London, April 2006
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.
Unibet was founded in 1997 and is an online gambling company with its headquarters in London. Since June 2004, Unibet Group plc is listed on Stockholmsbörsen´s O-list. Unibet is one of the largest privately-owned gambling operators in the European market and provides services in 17 languages through www.unibet.com. Today, Unibet has more than 919,000 customers in over 100 countries. Unibet is a member of the EBA, European Betting Association.More information about Unibet Group plc can be found on
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