Unibet Group plc - AGM Notice


NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group
plc (“the Company”) will be held on Tuesday 17 May 2016 at 10.00 CET at Moderna
Museet, Skeppsholmen, Stockholm, for the following purposes:
Notice to holders of Swedish Depository Receipts (“SDR’s”)

Holders of SDR’s who wish to attend and/or vote at the AGM must:

(i) be registered in the register kept by Euroclear Sweden AB by 17.00 CEST
Friday 6 May 2016;

(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to
attend the AGM no later than 17.00 CEST on Thursday 12 May 2016; and

(iii) send an original signed proxy form to the Company no later than 17.00 BST
on Thursday 12 May, 2016 (unless the holder will attend the AGM in person).

Requirement (i): 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 (by proxy or
in person), temporarily register their SDR’s in their own name in the register
kept by Euroclear Sweden AB by 17.00 CEST on Friday 6 May 2016. 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 Friday 6 May 2016.

Requirement (ii): Holders of SDR’s 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 17.00 CEST on Thursday 12 May 2016. This must be done by
completing the enrolment form provided on www.unibetgroupplc.com/AGM,
"Notification to holders of Swedish Depository Receipts in Unibet Group plc".
The form must be completed in full and delivered electronically.

Requirement (iii): Holders of SDR’s 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, c/o Unibet (London) Ltd, Wimbledon Bridge House, 1 Hartfield
Road, London SW19 3RU, United Kingdom no later than 17.00 BST on Thursday 12
May, 2016. Proxy forms are available on www.unibetgroupplc.com.

The convening notice in full and the agenda of the shareholders meeting can be
found on the Company’s website www.unibetgroupplc.com

Please note that conversions to and from SDR’s and ordinary shares will not be
permitted between 6 May and 17 May 2016.

Proposed Agenda

It is proposed that the AGM conducts the following business:


                          Resolution:

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

Ordinary Business
8.             Declaration of Dividend in
cash                                                 Resolution (a)

9.             To receive and consider the Report of the Directors and the
Consolidated Financial Statements (Annual Report) prepared in
accordance accordance with International Financial Reporting Standards for the
year ended 31 December 2015, together with the Report of the Auditors.

                Resolution (b)

10.            To approve the remuneration report set out on pages 42 and 43 of
the Company’s Annual Report and Financial Statements for the year ended 31
December 2015.

                 Resolution (c)

11.          To determine the number of Board
members                              Resolution (d)

12.          To determine the Board members’
fees                                      Resolution (e)

13.          To re-elect Kristofer Arwin as a director of the
Company             Resolution (f)

14.          To re-elect Sophia Bendz as a director of the Company
Resolution (g)

15.          To re-elect Peter Boggs as a director of the Company
Resolution (h)

16.          To re-elect Nigel Cooper as director of the
Company                  Resolution (i)

17.          To re-elect Peter Friis as director of the
Company                       Resolution (j)

18.          To re-elect Therese Hillman as director of the
Company               Resolution (k)

19.          To re-elect Stefan Lundborg as director of the Company
Resolution (l)

20.          To re-elect Anders Ström as director of the Company
Resolution (m)

21.          To appoint the Chairman of the
Board                                        Resolution (n)

22.          Resolution on guidelines for how the Nomination Committee shall be
appointed.

              Resolution (o)

23.          To reappoint PricewaterhouseCoopers as auditors of the  Company and
to authorise the directors to determine their remuneration.

               Resolution (p)

24.          To resolve on guidelines for remuneration and other terms of
employment for senior management.

Resolution (q)

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 9 March 2016, the directors
resolved to obtain authority to buy back GBP 0.000625 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,

given this it is proposed that the Company, through the Board, be generally
authorised to make purchases of ordinary shares/SDR’s of GBP 0.000625 each in
its capital, subject to the following:

(a) the maximum number of shares/SDR’s that may be so acquired is 23,011,704;

(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 paid for the shares/SDR’s is 200 SEK per
share/SDR’s exclusive of tax;

(d) the purchases may take place on multiple occasions and will be based on
market terms, and

(e) the authority conferred by this resolution shall expire on the date of the
2017 Annual General Meeting but not so as to prejudice the completion of a
purchase contracted before that date on actual market price and terms and
prevailing regulations.

Resolution (r)

26.          The meeting will be requested to consider and if thought fit,
approve, by extraordinary resolution, the following further resolution:

That the directors be and are hereby duly authorised and empowered in accordance
with articles 85(2) and 88(7) in the Companies Act, on one or several occasions
prior to the date of the next Annual General Meeting of the Company, to issue
and allot up to a maximum of 23 million ordinary shares in the Company of a
nominal value of GBP 0.000625 each (corresponding to a dilution of about 10 per
cent) for payment in kind in connection with an acquisition without first
offering the said shares to existing shareholders. This resolution is being
taken in terms and for the purposes of the approvals necessary in terms of the
Companies Act and the Articles of Association of the Company.

The board has no intention to use the two authorisations in such manner that
more than an aggregate of ten percent of the total number of outstanding shares
will be bought back or used to make an acquisition from the date of the
authorisation until 2017 Annual General Meeting.

Resolution (s)

27.        Closing of the meeting

Information about 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 Board of Directors proposes that a dividend of GBP 0.235 (equivalent to SEK
2.70 on 8 April 2016 exchange rates and payable in SEK) per share/SDR be
declared and paid to owners of shares/SDR´s as at 19 May 2016. The ex-dividend
date is proposed to be the 18 May 2016. A Euroclear Sweden AB record date of 19
May 2016 is proposed. If the AGM approves, the dividend is expected to be
distributed by Euroclear Sweden AB on 24 May 2016. For accounting purposes the
rate of exchange to be used shall be the SEK-GBP rate prevalent on 19 May 2016.

Agenda item 9

The 2015 Annual Report was finalised and signed on 11 March 2016 and reflects
events up to that date.

Agenda item 10

The Board of Directors proposes that the AGM approves the remuneration report on
pages 42 and 43 of the Company’s Annual Report and Financial Statements for the
year ended 31 December 2015.

Agenda item 11

The Nomination Committee proposes that the Board of Directors should consist of
eight Directors.

Agenda item 12

The Nomination Committee proposes that a total fee of GBP 687,000 be paid to
Directors elected at the AGM, who are not employees of the Company. It is
proposed that the Board of Directors will apportion the fee within the Board so
that the Chairman will receive a fee of GBP 165,000, the Deputy Chairman will
receive a fee of GBP 82,000 and a fee of GBP 55,000 be paid to each other
Director, and an additional GBP 22,000 be paid for Audit Committee work, GBP
12,000 for Remuneration Committee work and an additional GBP 4,000 be paid to
the Chairman of the Audit Committee, and the Chairman of the Remuneration
Committee.

The Nomination Committee also proposes that a fee pool of up to a maximum of GBP
135,000 is available to the Board for project work outside of normal Board work,
and which is assigned by the Board.

The Nomination Committee also proposes that a fee pool of up to a maximum of GBP
140,000 is available to the Board for project work that has been assigned by the
Board to the Chairman, and which is outside of his ordinary duties as Chairman
of the Board.

Agenda item 13-20

CVs for Directors are to be found on page 35 in the Unibet Group plc Annual
Report for 2015 and on the Company’s website.

Agenda item 21

The Nomination Committee proposes that Anders Ström is appointed the Chairman of
the Board.

Agenda item 22

The Nomination Committee proposes that the Annual General Meeting resolves that,
until the general meeting of the shareholders decides otherwise, the Nomination
Committee shall consist of not less than four and not more than five members, of
which one shall be the Chairman of the Board of Directors. The members of the
Nomination Committee shall represent all shareholders and be appointed by the
four largest shareholders at the end of August 2016 having expressed their
willingness to participate in the Nomination Committee. Should one of these
shareholders appoint the Chairman of the Board of Directors as its member, the
Nomination Committee shall consist of four members. The other three members
shall be appointed by each of the other three of the four largest shareholders
expressing their willingness to participate in the Nomination Committee within
one week from that they are asked. The appointment of a member of the Nomination
Committee shall state which shareholder has appointed that member. Should one of
the four largest shareholders waive its right to appoint a member of the
Nomination Committee, the opportunity to appoint a member shall be offered to
the largest shareholder who not already have a member in the Nomination
Committee. The opportunity to appoint a member of the Nomination Committee shall
thereafter be passed on in order of the largest shareholding. The members of the
Nomination Committee shall appoint the committee chair among themselves. The
names of the members of the Nomination Committee shall be announced not later
than the date of the publication of the Company's interim report for the third
quarter of 2016.

Should the ownership in the Company change, after the announcement of the
Nomination Committee but before the end of the fourth quarter of 2016, to such
extent that the members of the Nomination Committee no longer reflect the
shareholding as stipulated above, then the member of the Nomination Committee
representing the shareholder with the lesser number of shares in the Company
shall resign from the committee and the shareholder who has become the larger
shareholder in the Company shall, in the order corresponding to its shareholding
in the Company, be offered to appoint a new member of the Nomination Committee.
Minor changes in the shareholding of the Company shall not be taken into
account. Shareholders who have appointed a member in the Nomination Committee
have the right to dismiss that member and appoint a new member.

Should a member of the Nomination Committee leave his/her assignment prematurely
and if the Nomination Committee deems it appropriate, a new member shall be
appointed by the shareholder who appointed the resigning member or that other
shareholder who at that point of time has the larger shareholding in the
Company.

All changes of the Nomination Committee will be announced.

No remuneration will be paid to the members of the Nomination Committee.

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 Company’s financial objectives.

Senior Managers receive base salaries based on position, responsibilities,
performance and skills. The base salary is a fixed amount, payable monthly,
which is reviewed annually in January. Benefits are based on the requirements of
the country where the manager is employed. The performance-related salary is
designed to support key business strategies and financial objectives and create
a strong, performance-orientated environment. The performance targets are
reviewed annually and are based on both quantitative and qualitative goals. The
pay-out is conditional upon the Company achieving set financial targets.
Thereafter, individual targets are mainly linked to financial objectives such as
Gross winnings revenue and EBITDA. There is also a part which is based on
delivery of specific projects and business critical processes. Achievement of
targets is assessed on an annual basis. The amount of potential variable pay
compared to basic salary varies depending on position and situation, but is in
general less than half the amount of the basic salary. All variable elements
have a limit, which means that they cannot exceed a predetermined amount. Under
the standard annual cycle of bonuses for the CEO and executive management,
formal approval and payment of bonuses is typically completed after the
publication of the Annual Report. Participation in long-term incentive schemes
is based on position in the Company, performance and country of residence.

Equity awards has previously been performed by a share option scheme (until
2012) and are from 2013 made through the Performance Share Plan. They are
granted under the terms of the Unibet Performance Share Plan, and Equity awards
are linked to the performance of the Group to further align senior management’s
interests with those of the shareholders. All the 16,053 share options and the
97,819 PSP shares outstanding at 31 December 2015 may generally only be
exercised if the holder is employed by the Unibet Group at the date of exercise.
Exceptions are made in special circumstances.

The PSP performance measures are non-market based conditions providing
participants with a high degree of alignment to company performance. PSP awards
will depend on Unibet achieving financial performance targets over three
financial years establishing a clearer link between how Unibet performs and the
value that the PSP can deliver. These targets are Gross Contribution (Gross
Winnings Revenue Less Cost of Sales less Marketing Costs), Free Cash Flow per
Share and EBITDA and will be measured on an aggregate basis between the full
year 2015 and the full year 2017 so that performance in each financial year will
be important. Aggregated performance against the targets and the resulting
allocation of PSP awards will be disclosed after the full year 2017.

Agenda item 25

The Board of Directors proposes that the acquisition of shares/SDR´s shall take
place on Nasdaq 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 actual market price and terms, prevailing regulations and the capital
situation at any given time. Notification of any purchase will be made to Nasdaq
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 or Share Performance Scheme.

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 the
actual Shares/SDRS would be offered to any potential transferor.

Agenda item 26

The objectives of the authorisation are to increase the financial flexibility of
the Company and to enable the Company to use its own financial instruments for
payment in kind to a selling partner in connection with any business
acquisitions the Company may undertake or to settle any deferred payments in
connection with business acquisitions. The market value of the shares on each
issue date that will be used in determining the price at which shares will be
issued, should be the same as the market value of the shares/SDR’s listed on
Nasdaq Stockholm.

Shareholders/SDR holders representing approximately 27.6 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 2016

NOTE

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
About the Unibet Group

The Unibet Group is one of Europe’s largest listed online gambling operators and
is listed on Nasdaq Stockholm. The Group provides services in 20 languages to
over 13.5 million customers in over 100 countries through several subsidiaries
and brands. The Group is a member of the EGBA, European Gaming and Betting
Association, RGA, Remote Gambling Association in the UK and is audited and
certified by eCOGRA in relation to the pan-European CEN standard on consumer
protection and responsible gaming.

More information about the Unibet Group plc can be found on
www.unibetgroupplc.com and twitter.com/UnibetGroup.

Anhänge

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