The shareholders of NetEnt AB (publ) (the “Company”) are summoned to the Annual
General Meeting (the “AGM”) on Thursday 21 April 2016, at 3:00 p.m. at
Kammarsalen Berns, Näckströmsgatan 8, Stockholm, Sweden. Registration opens at
2:00 p.m.
Please note that this is a translation for information purposes only – in case
of any discrepancies between this version and the Swedish version, the Swedish
version shall prevail.
Registration etc.
Shareholders who wish to participate in the AGM must:
· be entered into the share register kept by Euroclear Sweden AB no later than
Friday 15 April 2016, and
· notify their intention to participate in the AGM no later than by Friday 15
April 2016.
The notification of participation in the AGM must be made in writing to the
Company at NetEnt AB (publ), AGM, Luntmakargatan 18, 3 tr., 111 37 Stockholm,
Sweden. The notification may also be made on the Company’s website
www.netent.com/agm or by email: agm@netent.com. Upon notification, the
shareholder is requested to state their name and personal/corporate identity
number and preferably also address, telephone number and ownership of shares. If
a shareholder is represented by proxy, the proxy and other authorization
documents should be brought to the AGM and should also be submitted in
connection with the notification of participation. If a shareholder plans to
bring one or two advisors to the meeting, their participation should also be
indicated in the notification. A proxy form for shareholders who wish to
participate in the meeting by means of a proxy is available on the Company’s
website www.netent.com/agm and is sent to shareholders upon request.
In order to participate in the meeting, a shareholder whose shares are
registered in the name of a bank or other nominee must temporarily register the
shares in his own name at Euroclear Sweden AB. Shareholders who desire such a re
-registration must inform the nominee well in advance of Friday 15 April 2016.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Establishment and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to certify the minutes
6. Resolution as to whether the meeting has been duly convened
7. Presentation of the annual report and auditor’s report along with the
consolidated financial statement and group audit report
8. Presentation by the CEO
9. Resolution on the adoption of the income statement and the balance sheet,
along with the group income statement and the group balance sheet
10. Resolution on the allocation of the Company’s profits in accordance with the
adopted balance sheet
11. Resolution on discharge from liability for the members of the Board of
Directors and the CEO
12. Determination of the number of members of the Board of Directors
13. Determination of remuneration for the members of the Board of Directors and
the auditors
14. Election of members and chairman of the Board of Directors
15. Election of auditors
16. Resolution on the nominating committee for the AGM 2017
17. Resolution on guidelines for remuneration to senior executives
18. Share split and automatic redemption procedures including
a) resolution on carrying out split of shares and change in the Articles of
Association regarding the number of shares,
b) resolution on the reduction of share capital by automatic redemption of
shares, and
c) resolution on an increase of share capital by means of bonus issue
19. Resolution regarding incentive program comprising of issuance of warrants to
employees
20. Closing of the meeting
Proposals for resolutions
Election of chairman of the meeting (agenda item 2)
The nominating committee, consisting of Per Hamberg (appointed by the Hamberg
family), chairman, Christoffer Lundström (appointed by Provobis Property &
Leisure AB), Fredrik Carlsson (appointed by the Knutsson family), and Vigo
Carlund, chairman of the Board of Directors, proposes Vigo Carlund as chairman
of the meeting.
Resolution on the allocation of the Company’s profits in accordance with the
adopted balance sheet (agenda item 10)
The Board of Directors proposes that no dividends shall be resolved for the
financial year 2015. The Board of Directors has proposed a redemption procedure
in accordance with the contents of agenda item 18.
Election of the Board of Directors etc. (agenda item 12 - 15)
The nominating committee proposes
· that the Board of Directors consists of eight members and no deputy
members,
· that the remuneration for the Board of Directors amounts to SEK 630,000
(previously SEK 610,000) for the chairman and SEK 275,000 (previously SEK
255,000) for each of the members of the Board of Directors elected by the AGM
who are not employees of the Company,
· that, in addition thereto, remuneration to the chairman of the audit
committee shall be SEK 95,000 (previously SEK 75,000) and to each of the other
members of the audit committee SEK 20,000 (previously SEK 0),
· that in certain cases, members of the Board of Directors shall be entitled
to remuneration for services rendered within their respective area of expertise
that is not board work. The remuneration for such services shall be on market
terms and shall be approved by the Board of Directors,
· that the remuneration for the auditor be paid in accordance with the
approved invoice,
· re-election of the regular members of the Board of Directors Vigo Carlund,
Fredrik Erbing, Mikael Gottschlich, Peter Hamberg, Pontus Lindwall, Michael
Knutsson, Maria Redin and Jenny Rosberg for the period up to the end of the next
AGM. Vigo Carlund is proposed to be appointed chairman of the Board of
Directors. If Vigo Carlund’s assignment should end ahead of time, the Board of
Directors will elect a new chairman internally, and
· re-election of Deloitte AB, with Erik Olin being chief auditor, as auditors
for the period up to the end the AGM 2017.
The nominating committee’s statement regarding its proposition on the Board of
Directors and information regarding the proposed members can be found on the
Company’s website.
Resolution on the nominating committee for the AGM 2017 (agenda item 16)
The nominating committee proposes that the AGM resolves on the following order
for the preparation of election of members of the Board of Directors and
auditors.
The work to prepare a proposal for the Board of Directors, auditors, and their
remuneration, and a proposal for chairman for the AGM 2017 shall be performed by
a nominating committee. The nominating committee shall, after consulting the
largest shareholders by voting power as of 31 August 2016, form during October
2016 for a term commencing on the date of the public release of the Company’s
interim report for the third quarter 2016 until the formation of the next
nominating committee.
The chairman of the Board of Directors shall be a member of the nominating
committee and be responsible for the summoning of the nominating committee. In
addition, the nominating committee shall constitute of three more members. The
majority of the nominating committee members shall not be members of the Board
of Directors or be employed by the Company. At least one member of the
nominating committee shall be independent in relation to the Company’s largest
shareholder by voting power or group of shareholders that collaborate concerning
the affairs of the Company. If a member of the nominating committee resigns
prior to the end of the term, a replacement can be appointed after consulting
with the largest shareholders of the Company. Unless special circumstances so
requires, no changes should be made to the composition of the nominating
committee if only marginal changes to the number of votes has occurred or if
changes occur less than three months prior to the AGM.
The nominating committee shall appoint a chairman at the first meeting of the
term. The nominating committee shall have the right to obtain resources from the
Company such as for example secretarial assistance, or use of executive search
consultants if deemed necessary at the expense of the Company.
Resolution on guidelines for remuneration to senior executives (agenda item 17)
The Board of Directors proposes that the AGM resolves on the following
guidelines for remuneration to senior executives.
Remuneration and other conditions of employment for senior executives shall,
from both a short-term and long-term perspective, be competitive and create good
prerequisites for retaining and motivating competent employees and attracting
new employees when needed. In order to achieve this, the Company shall have fair
and internally balanced conditions which are also competitive in the market.
The Board of Directors proposes that the maximum pension premium for the CEO and
other senior executives shall be increased from a maximum of 33 per cent of the
pension based salary to a maximum of 35 per cent of the pension based salary.
The Board of Directors also proposes an increased cap of variable remuneration
for the CEO from 60 per cent to 65 per cent of the fixed remuneration. In other
respects, the proposal from the Board of Directors corresponds to the previous
guidelines.
The conditions of employment for senior executives should contain a well
-balanced combination of fixed and variable remuneration, share-based incentive
programs, pension benefits, and conditions for giving notice and severance pay.
Compensation should be based on performance, and should therefore consist of a
combination of fixed and variable remuneration, where adjustable compensation
constitutes a relevantly large part of total compensation. The Board of
Directors shall be able to deviate from the guidelines provided that there are
special grounds in a specific case.
Share split and automatic redemption procedures (agenda item 18)
In order to (i) facilitate the trade of the Company’s listed shares on Nasdaq
Stockholm and (ii) distribute capital to the shareholders, the Board of
Directors proposes that the AGM resolves on a share split and automatic
redemption procedures in accordance with items 18a – 18c below.
After the share split and the automatic redemption, the number of shares in the
Company will increase from 40,021,810 to 240,130,860, of which 33,660,000 shares
of series A and 206,470,860 shares of series B. The quota value of the shares in
the Company will, after the automatic redemption, change from SEK 0.03010 to SEK
0.00502.
It is proposed that all resolutions are conditional upon each other and made
jointly as one resolution. The approval of shareholders by at least two thirds
of both the votes given and the shares represented at the AGM are required for a
valid resolution.
Resolution on carrying out split of shares and change in the Articles of
Association relating to number of shares (agenda item 18a)
The Board of Directors proposes that the AGM resolves to carry out a division of
the Company’s shares, a so-called share split, whereby one existing share in the
Company, of both series A and series B, is divided into seven (7) shares. One of
these shares will be a so-called redemption share. The Board of Directors
proposes that the Board of Directors be authorized to determine the record day
for the share split, which, at the time of this summons is planned to be 6 May
2016.
In addition, the Board of Directors proposes that, in order to adjust the limits
for the number of shares, § 5 in the Articles of Association is changed to:
Ҥ5
The number of shares in the Company shall be minimum 180,000,000 and maximum
720,000,000.
Shares may be issued in two classes, shares of series A and shares of series B.
Shares of series A may be issued to a number of maximum 90,000,000 shares and
shares of series B may be issued to a number of maximum 630,000,000 shares.
Shares of series A have ten votes per share each and shares of series B have one
vote per share.”
The full wording of the proposed Articles of Association can be found on the
Company’s website.
Further, the Board of Directors, or the person that the Board of Directors
appoints, shall have the right to make such adjustments in the resolution that
might be necessary for registration of the resolution with the Swedish Companies
Registration Office or the handling by Euroclear Sweden AB.
The proposal relating to share split above is conditional upon the AGM’s
resolution to change the Articles of Association as proposed above.
Resolution on the reduction of the share capital by automatic redemption of
shares (agenda item 18b)
The Board of Directors proposes that the AGM resolves that the share capital
should be decreased by SEK 172,093.7830 by repurchase of 5,610,000 shares of
series A and 34,411,810 shares of series B for repayment to shareholders. Shares
to be repurchased are constituted of the shares that are called redemption
shares after the share split has been carried out in accordance with the above.
Payment for each redemption share will be SEK 8.00, of which SEK 7.9957 exceeds
the quota value (after the share split). Any repurchased redemption shares of
series A or series B that are held by the Company will be repurchased without
repayment and such an amount will be allocated to a free fund to be used by the
AGM. The total redemption amounts to maximum SEK 320,174,480. The Board of
Directors proposes that trading in series B redemption shares should occur
during the period from and including 9 May 2016, up to and including 23 May
2016. The Board of Directors proposes that the Board of Directors is authorized
to determine the record day for the repurchase of redemption shares, which at
the time of this summons is planned to be 25 May 2016. Payment is expected to be
made through Euroclear Sweden AB on 30 May 2016.
Resolution on an increase of share capital by means of a bonus issue (agenda
item 18c)
In order to enable a timely redemption procedure without the requirement of
approval from the Swedish Companies Registration Office or a general court, the
Board of Directors proposes that the AGM resolves to restore the Company’s share
capital to its original level by increasing the Company’s share capital by SEK
172,894.2192 (equaling the decrease of the share capital due to the redemption
of shares plus SEK 800.4362 to achieve an even quota value) through a bonus
issue by transfer from the Company’s free equity capital to the Company’s share
capital. Through the bonus issue, the Company’s share capital will be restored
to more than the original level. No new shares will be issued in connection with
the increase in the share capital.
Resolution regarding an incentive program comprising of issuance of warrants
to employees (agenda item 19)
The Board of Directors finds it appropriate and in the interest of all
shareholders that senior executives, as well as other employees in the group,
are offered long-term ownership interest. The Board of Directors therefore
proposes that the AGM resolves on a long-term incentive program for employees
including the issuance of warrants, substantially in accordance with the below.
This also constitutes cause for deviation from the preferential rights of
shareholders upon issuance.
Employees who are not senior executives (category 3 below) shall be offered to
subscribe to warrants based on their own notified interest within the limits
below where no allocation connected to responsibilities, length of employment or
the similar will apply. To the extent the employees have notified interest in
subscribing to more than 9,000 warrants, the Board of Directors proposes that
this may be allowed, subject to that there are warrants available within the
limit for the total number of warrants offered to employees in category 3 as
well as the maximum number of warrants per individual in category 3.
The maximum dilution effect is calculated to a maximum of approximately 0.67 per
cent of the total number of shares, and approximately 0.29 per cent of the total
number of votes in the Company, provided full subscription and full exercise of
all warrants. With regard to outstanding warrants in accordance with previous
warrant programs, the total dilution is approximately 1.08 percent of the total
number of shares and approximately 0.48 percent of the total votes in the
Company, provided full subscription and full exercise of all warrants.
The AGM is informed that the Board of Directors considers encouraging the
employees to participate in the incentive program by paying out a cash
remuneration one month prior to the expiry of the warrants. The remuneration
will be paid only with the provision that the participant is still employed by
the group and that certain other provisions are fulfilled. The net cash
remuneration may amount to maximum 70 per cent of the premium paid.
A prerequisite for participation in the incentive program by the employees is
that they each prior to subscription, enter into an agreement with the Company
governing the ownership of the warrants. The agreement contains, inter alia,
conditions stating that anyone who wishes to sell their warrants or terminate
the employment with the Company prior to exercising the rights is obliged to
offer the Company to buy back the warrants at market price. If the shareholders
of the Company declare their intention to accept an offer from a third party to
sell half or more of the total number of shares in the Company, the participants
of the incentive program are obliged to sell their warrants at the same terms
and conditions as the shareholders. The holders of warrants are also obliged to
participate through sale or substitution of their warrants in any restructuring
that may be deemed necessary before a sale of the Company, assuming they retain
the equivalent rights upon such a sale or substitution as prior to the
transaction.
The proposal under this item is based on the number of shares after the proposed
share split and automatic redemption procedures. No recalculation according to
the warrant provisions shall be made for the proposed share split and automatic
redemption procedures according to item 18 above.
Issue of warrants to employees
The Board of Directors proposes that the AGM decides that the Company, with
deviation from the preferential right of shareholders, issues a maximum of
1,600,000 warrants with the associated right of subscription of 1,600,000 shares
of series B in the Company on substantially the following conditions.
The right to subscribe to the warrants will, with deviation from the
preferential right of shareholders, accrue, to the extent possible, to all
employees in the group who have notified their interest in accordance with
principles set out below. Subscription of the warrants will occur during the
period 23 May 2016 to 7 June 2016, and payment will occur at the latest on 15
June 2016.
The premium for a warrant will be determined after the closing of Nasdaq
Stockholm 20 May 2016 and shall equal the market value of the warrant pursuant
to an external independent valuation using an established valuation method
(Black & Scholes).
Employees will be offered the opportunity to subscribe to warrants according to
the following:
- Category 1 (CEO) will be offered the opportunity to subscribe to a maximum of
215,000 warrants.
- Category 2 (other senior executives – approx. 7 persons) will be offered the
opportunity to subscribe to a maximum of 175,000 warrants, of which 55,000 is
the maximum number that can be offered to a single individual.
- Category 3 (other employees that have notified interest – approx. 190 persons)
will be offered the opportunity to subscribe to a maximum of 1,210,000 warrants,
of which 45,500 is the maximum number that can be offered to a single
individual.
The total number of warrants that can be offered to employees in the categories
1-3 above shall however amount to a maximum of 1,600,000 warrants. Full
allocation to all individuals in category 1-3 of the maximum number of warrants
per individual can thus not take place. Allocation shall occur in accordance
with the pre-notified interest, which is within the limit of the maximum number
of warrants per category as well as the number of warrants per individual.
The Board of Directors shall be authorized to resolve on the allocation within
the above limits.
An offer of subscription to warrants for employees outside of Sweden requires
that there are no legal or tax impediments, and that the Board of Directors
believes that such offer can occur with reasonable administrative and/or
financial resources.
The holder of a warrant has the right, during the time from and including 1
August 2019, up to and including 1 October 2019, for one (1) warrant, to
subscribe to one (1) new share of series B in the Company at a subscription
price corresponding to 130 percent of the B share’s average last buying price on
Nasdaq Stockholm during the period from and including 6 May 2016, up to and
including 20 May 2016, however at the lowest at a subscription price
corresponding to the quota value of the B share.
In case of full subscription and full exercise of the proposed warrants, the
Company’s share capital may increase by 8,032 by the issuance of a maximum of
1,600,000 shares, each with a quota value of SEK 0.00502, subject to any
increases that may follow from recalculation in accordance with the conditions
of the warrants as a result of share issuances etc. These new shares constitute,
if fully exercised, approximately 0.67 per cent of the total number of shares
and approximately 0.29 per cent of the total number of votes in the Company.
The approval of shareholders by at least nine tenths of both the votes given and
the shares that are represented at the meeting are required for a valid
resolution under this item 19.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if a shareholder so requests and the
Board of Directors believes that it can be done without material harm to the
Company, provide information regarding circumstances that may affect the
assessment of an item on the agenda, circumstances that can affect the
assessment of the Company’s or subsidiaries’ financial situation and the
Company’s relationship to other group companies.
Other
Copies of financial statements, the auditor’s report and other documents with
complete proposals, including a special information brochure concerning the
proposed redemption of shares, and other documents in accordance with the
Companies Act will be made available to shareholders at the Company from and
including 31 March 2016 at the latest, and on the Company’s website, and will be
sent free of charge to shareholders who request it and provide their postal
address.
On 17 March 2016 there were a total of 40,021,810 shares in the Company, of
which 5,610,000 shares of series A and 34,411,810 shares of series B,
corresponding to a total of 90,511,810 votes. The Company held no treasury
shares at the time of the summons.
_______________________________
Stockholm, in March 2016
NetEnt AB (publ)
The Board of Directors
