Notice of extraordinary general meeting in NetEnt AB (publ)
The shareholders of NetEnt AB (publ) are invited to the extraordinary general meeting on Thursday 17 December 2020. In light of the corona virus, the meeting is conducted through advance voting pursuant to temporary regulations. Therefore, it will not be possible to attend the meeting in person or by proxy.
NOTICE, ETC.
A shareholder who would like to participate in the meeting must (i) be entered in the share register maintained by Euroclear Sweden AB as per 9 December 2020 and (ii) give notice of its participation in the meeting no later than 16 December 2020 by having submitted an advance voting form in accordance with the instructions in the section Postal voting below so that NetEnt has received the advance vote no later than on that date.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to notify its intention to participate in the meeting, register such shares in its own name, so that the shareholder is entered in the share register as per 9 December 2020. Such registration may be temporary (so called voting rights registration) and is to be requested with the nominee in accordance with the nominee’s routines at such time in advance as decided by the nominee. Voting rights registrations which have been made no later than the second banking day following 9 December 2020 will be taken into account in the production of the share register.
POSTAL VOTING
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on www.netent.com/agm. The advance voting form is considered as the notification of participation at the general meeting. The completed voting form must be received by NetEnt no later than 16 December 2020. The completed form shall be sent to NetEnt AB, att: Carolina Bruce, Vasagatan 16, SE-111 20, Stockholm, Sweden. The completed form may alternatively be submitted electronically to ir@netent.com. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
PROPOSED AGENDA
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on the number of board members who shall be appointed by the meeting
- Resolution on remuneration to the board of directors
- Election of members of the board of directors
- new election as board member: Martin Carlesund
- new election as board member: Jesper von Bahr
- new election as board member: Jacob Kaplan
- Resolution to abolish the principles regarding the appointment of the members of the nomination committee
- Resolution to abolish the guidelines for remuneration to senior executives
PROPOSALS FOR RESOLUTIONS
Item 1 (Chairman of the meeting)
Mathias Hedlund or, if he is prevented from doing so, the person assigned by the board, is proposed as chairman of the meeting.
Item 2 (Voting list)
The voting list proposed for approval under item 2 on the agenda is the voting list prepared by NetEnt, based on the share register for the meeting and advance votes received, and verified by the persons elected to verify the minutes.
Item 3 (Person to verify the minutes)
Jesper von Bahr or, if he is prevented from doing so, the person assigned by the board, is proposed as person to approve the minutes. The assignment for the person to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Items 6-8 (Election of board of directors)
The company has been informed that Evolution Gaming Group AB (publ) holds shares in NetEnt corresponding to more than 90 per cent of the shares and votes in NetEnt and that Evolution proposes:
- that the board of directors shall consist of three board members with no deputies,
- that Martin Carlesund, Jesper von Bahr and Jacob Kaplan are elected board members for the time until the close of the next annual general meeting, and
- that no board remuneration shall be paid.
In light of the new ownership in the company, the nomination committee has not been involved in the preparation of the above proposals.
Martin Carlesund is the CEO of Evolution. Jesper von Bahr is head of M&A and Jacob Kaplan the CFO of Evolution.
Item 9 (Nomination committee)
As a result of the new ownership in the company, the company has applied for delisting of the company’s B-shares from Nasdaq Stockholm, with last day of trading as soon as possible. The company has been informed that Evolution proposes that the principles for the appointment of the members of the company’s nomination committee (the instruction for the nomination committee), adopted on the annual general meeting 2020, are abolished, with effect from the date of the delisting from Nasdaq Stockholm.
Item 10 (Guidelines for remuneration to senior executives)
Further, the company has been informed that Evolution proposes that the guidelines for remuneration to senior executives, adopted on the annual general meeting 2020, are abolished, with effect from the date of the delisting from Nasdaq Stockholm.
Miscellaneous
If any shareholder should so request and the board of the company assesses that this can be done without significant damage to the company, the board and the CEO of the company shall provide information about conditions that could affect the assessment of items on the agenda. A request for such information shall be made by e-mail to ir@netent.com or by post to NetEnt AB, att: Carolina Bruce, Vasagatan 16, SE-111 20, Stockholm, Sweden, no later than 7 December 2020. The information is provided by being made available at the company’s offices and the company’s website, no later than 12 December 2020. Furthermore, the information will be sent within the same time period to the shareholder who so requests and provides its postal address.
The share register for the meeting is also made available at the company’s office, Vasagatan 16, SE-111 20, Stockholm, Sweden. The total number of shares in the company as per the day of this notice amounts to 246,458,035, of which 33,660,000 of series A and 212,798,035 of series B, corresponding to in total 549,398,035 votes in the company. The company’s holding of treasury shares amounts to 1,000,000 of series B. Proxy form for shareholders who wish to vote in advance by proxy is available on the company’s website www.netent.com/agm.
For information about the processing of your personal data, refer to the integrity policy available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. NetEnt AB (publ)’s Reg. No is 556532-6443 and its registered office is in Stockholm, Sweden.
Stockholm, November 2020
NetEnt AB (publ)
The board of directors