The 2021 Annual General Meeting (AGM) of LeoVegas AB (publ) (“LeoVegas” or the “Company”) was held as we speak, 11 May 2021, at which the shareholders authorized the next resolutions. Due to the continued corona pandemic, the AGM was carried out by way of postal voting solely, with out bodily presence.
CEO, Gustaf Hagman, sums up 2020 and the beginning of 2021. The presentation could be seen by way of this link.
Adoption of the earnings assertion and stability sheet
The AGM resolved to undertake LeoVegas’ earnings assertion and stability sheet in addition to the consolidated earnings assertion and consolidated stability sheet
Distribution of revenue
The AGM resolved, in accordance with the Board of Directors’ proposal, that of the quantity obtainable for distribution to the shareholders, totaling EUR 34,973,570, SEK 160,290,602 shall be distributed to the shareholders, comparable to an quantity of SEK 1.60 per share, and that the rest, EUR 19,029,968 shall be carried ahead. In addition, it was resolved, in accordance with the Board of Directors’ proposal, that dividends shall be paid 4 occasions within the quantity of SEK 0.40 per share.
|Dividend no.||Last buying and selling day with dividend entitlement||Record date||Distribution date||Amount (SEK)|
|1||11 May 2021||14 May 2021||19 May 2021||0.4|
|2||5 July 2021||7 July 2021||12 July 2021||0.4|
|3||5 October 2021||7 October 2021||12 October 2021||0.4|
|4||4 January 2022||7 January 2022||12 January 2022||0.4|
DISCHARGE FROM LIABILITY
The board members and CEO have been discharged from legal responsibility for the 2020 monetary yr.
ELECTION OF THE BOARD OF DIRECTORS AND AUDITOR, AND DIRECTORS’ AND AUDITORS’ FEES
The AGM resolved that the Board of Directors shall include seven administrators and no deputy administrators. It was resolved that the Company shall have a chartered auditing agency as auditor.
In addition, it was resolved in accordance with the Nomination Committee’s proposal that administrators’ charges shall quantity to a complete of SEK 3,000,000 together with charges for committee work (previous yr: SEK 2,800,000) and shall be paid out to the administrators and committee members within the following quantities:
- SEK 325,000 (SEK 300,000) for every non-executive director and SEK 650,000 (SEK 600,000) for the Chairman of the Board, supplied that he’s not an worker of the Company;
- SEK 50,000 (SEK 50,000) for every non-executive director serving as a member of the Remuneration Committee, and SEK 100,000 (SEK 100,000) for the Remuneration Committee chair, supplied that she or he shouldn’t be an worker of the Company; and
- SEK 50,000 (SEK 50,000) for every member of the Audit Committee and SEK 100,000 (SEK 100,000) for the Audit Committee chair.
In addition, it was resolved that the auditor’s charges shall be paid in accordance with authorized invoices.
Per Norman, Anna Frick, Fredrik Rüden, Mathias Hallberg, Carl Larsson, Torsten Söderberg and Hélène Westholm have been re-elected as administrators. Per Norman was re-elected as Chairman of the Board.
PricewaterhouseCoopers AB was re-elected because the Company’s auditor. PricewaterhouseCoopers AB has introduced that Authorised Public Accountant Aleksander Lyckow will proceed as auditor-in-charge.
PRINCIPLES FOR APPOINTMENT OF THE NOMINATION COMMITTEE
The AGM resolved to undertake ideas for appointment of the Nomination Committee in accordance with the Nomination Committee’s proposal (unchanged ideas from the previous yr in all important respects).
WARRANT BASED INCENTIVE PROGRAM FOR EXECUTIVE MANAGEMENT AND KEY INDIVIDUALS
The AGM resolved, in accordance with the board of administrators’ proposal, to problem a most of 1,000,000 warrants, with deviation from the shareholders preferential rights, which can lead to a most improve within the Company’s share capital of roughly EUR 12,000. The warrants shall entitle to subscription of latest shares within the Company.
The warrants shall be subscribed for by the subsidiary Gears of Leo AB, with the correct and obligation to, at one or a number of events, switch the warrants to a most of 90 chosen members of the administration crew, senior executives and key individuals, at a value that’s not lower than the honest market worth of the warrant based on the Black & Scholes valuation mannequin and in any other case on the identical phrases as within the issuance.
The subscription value per share shall be decided to 130 p.c of the amount weighted common value for the Company’s share on Nasdaq Stockholm in the course of the interval of 5 buying and selling days beginning with the day following 14 May 2021, i.e., 17 May 2021 as much as and together with 28 May 2021.
The warrants could also be exercised for subscription of shares in the course of the interval from 1 June 2024 as much as and together with 30 June 2024.
The most dilution impact of the motivation program quantities to a most of roughly 1.0 p.c of the whole variety of shares and votes within the Company, assuming full subscription, acquisition and train of all supplied warrants.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECIDE ON REPURCHASE AND TRANSFER OF OWN SHARES
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to determine on purchases of the corporate’s personal shares. Share repurchases could also be made solely on Nasdaq Stockholm or some other regulated market. The authorization could also be exercised on a number of events earlier than the 2022 Annual General Meeting. The most variety of personal shares that could be repurchased in order that the Company’s holding of shares at any given time doesn’t exceed 10 p.c of the whole variety of shares within the Company. Repurchases of the Company’s personal shares on Nasdaq Stockholm might solely be made at a value inside the vary of the very best buy value and lowest promoting value at any given time. Payment for the shares shall be made in money.
The AGM additionally resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to to determine on transfers of personal shares, with or with out deviation from the shareholders’ preferential rights. Transfers could also be made on (i) Nasdaq Stockholm or (ii) exterior of Nasdaq Stockholm in reference to acquisitions of corporations, operations or property. The authorization could also be exercised on a number of events earlier than the 2022 Annual General Meeting. The most variety of shares that could be transferred corresponds to the variety of shares held by the Company on the cut-off date of the Board of Directors’ determination on the switch. Transfers of shares on Nasdaq Stockholm might solely be made at a value inside the vary of the very best buy value and lowest promoting value at any given time. For transfers exterior of Nasdaq Stockholm, the worth shall be set in order that the switch is made at market phrases. Payment for transferred shares could also be made in money, by way of in-kind cost, or by way of set-off in opposition to claims with the Company.
The goal of the authorizations is to provide the Board of Directors better scope to behave and the chance to adapt and enhance the Company’s capital construction and thereby create additional shareholder worth, and make the most of any enticing acquisition alternatives.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECIDE ON NEW ISSUE OF SHARES
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board of Directors, on a number of events, in the course of the time up till the following Annual General Meeting, to determine to extend the Company’s share capital by way of a brand new problem of shares to such extent that it corresponds to a dilution of a most of 10 p.c of the variety of shares excellent on the time of the Annual General Meeting calculated after full train of the problem authorization now proposed.
A brand new problem of shares could also be carried out with or with out deviation from the shareholders’ preferential rights. Shares issued with deviation from the shareholders’ preferential rights shall be issued at market phrases. The Board of Directors shall have the correct to determine on different phrases for the problem. Payment could also be made in opposition to money cost, in-kind cost for by way of set-off in opposition to claims with the Company.
The goal of the authorization is to provide the Board of Directors better scope to behave and the chance to adapt and enhance the Company’s capital construction and thereby create additional shareholder worth, and make the most of any enticing acquisition alternatives.
The AGM authorized the remuneration report.
For detailed phrases relating to the above-described resolutions on the AGM, please discuss with the entire proposals, which can be found on the Company’s web site: www.leovegasgroup.com.