The Annual General Meeting (AGM) for the financial year from 1 January to 31 December 2019 was held on Wednesday 29 April 2020 in Stockholm, Sweden.
Shareholders representing 63.6 percent of the total votes and 43.5 percent of the total shares participated via proxy and mail voting ballots.
The following was resolved at the AGM.
Adoption of financial statements and dividend
The General Meeting adopted the income statement and balance sheet along with the consolidated income statement and balance sheet and resolved that no dividend is to be paid for the financial year 2019. Please note the section regarding share split and automatic redemption procedures below.
Board of Directors
The Board of Directors and the President and CEO were discharged from liability for the financial year 2019. The meeting resolved on re-election of Fredrik Erbing, Peter Hamberg, Pontus Lindwall, Maria Redin, Lisa Gunnarsson, Christoffer Lundström and Jonathan Pettemerides and on election of Mathias Hedlund as new member of the board. Mathias Hedlund was elected new Chairman of the Board. It was decided that ordinary remuneration for the Chairman of the Board of Directors shall be SEK 750,000 as well as an extraordinary remuneration of SEK 500,000 for the Chairman of the Board of Directors for the specific duties that will arise during the upcoming year due to the company’s extensive organizational changes combined with changes in the industry. Remuneration for each of the members of the Board elected by the General Meeting who are not employees of the company shall be SEK 320,000 and addition thereto, remuneration to the chairman of the audit committee shall be SEK 115,000 and to each of the other members of the audit committee SEK 40,000 and to each of the members of the remuneration committee SEK 25,000. Remuneration for the auditor shall be in accordance with approved invoice.
The General Meeting decided that the Chairman of the Board, prior to each General Meeting, shall contact the three largest shareholders in terms of voting rights, each of which will appoint a representative to comprise, together with the Chairman of the Board, the Nomination Committee for the upcoming General Meeting. When determining who are the largest shareholders in terms of voting rights, Euroclear Sweden AB’s registered and ownership grouped list of shareholders as of the last banking day in August each year shall be used.
Guidelines for remuneration to senior executives
The General Meeting resolved to adopt the Board of Directors’ proposal regarding guidelines for remuneration to senior executives.
Share split and automatic redemption procedure
The General Meeting resolved to adopt the Board of Directors’ proposal regarding share split and automatic redemption procedures, resulting in a value transfer to the shareholders corresponding to SEK 1.00 per share. In the statutory meeting following the general meeting the Board of Directors resolved, in accordance with the mandate from the general meeting, the record day for the share split to be May 7, 2020 and the record day for redemption of redemption shares to be June 10, 2020.
Incentive program comprising of issuance of warrants to employees
The General Meeting resolved to adopt the Board of Director’s proposal regarding an incentive program comprising of issuance of warrants to senior executives and key employees.
Authorization for the Board to resolve on acquisition of own shares and transfer of own shares
The General Meeting resolved to adopt the Board of Director’s proposal regarding authorization for the Board of Directors to make decisions on acquisition and transfer of the company’s own shares.
Authorization for the Board to resolve on new share issues
The General Meeting resolved to adopt the Board of Director’s proposal regarding authorization for the Board of Directors to resolve to issue new Class B shares.
A directed share issue to the sellers of Red Tiger Gaming Limited with payment against set-off
The General Meeting resolved to adopt the Board of Director’s proposal regarding a directed share issue of 6,327,175 Class B shares. The right to subscribe for the new shares, with deviation from the shareholders’ pre-emptive rights, shall vest in the sellers of Red Tiger Gaming Limited.