Summons to the Annual General Meeting of Net Entertainment NE AB (publ)
Please note that this is a translation for information purposes only – in case
of any discrepancies between this version and the Swedish, the Swedish version
shall prevail.
The shareholders of Net Entertainment NE AB (publ) are summoned to the Annual
General Meeting (AGM) on Wednesday 13 April 2011, at 4:00 p.m. in Stockholms
Konserthus , Aulinsalen, Hötorget 12, Stockholm.
Registration etc.
Shareholders who wish to participate in the shareholders’ meeting must:
– be entered into the share register kept by Euroclear Sweden AB no later than
7 April 2011,
– announce their intention to participate in the AGM no later than by 7 April
2011.
The notification of participation in the AGM must be made in writing to the
company at Net Entertainment NE 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, personal/corporate identity
number and preferably address, telephone number and ownership of shares. If a
shareholder is represented by proxy, the proxy and other authorization
documents must be brought to the meeting, and these documents 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 will be 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 a 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 7 April 2011.
Proposed agenda
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 persons to verify 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. Resolution on the election committee for the annual general meeting 2012
16. Resolution on guidelines for remuneration to senior executives
17. A share split and automatic redemption procedures including
a) resolution on carrying out share splits,
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.
18. Resolution on the authorization for the Board of Directors to decide on the
issuing of new shares
19. Resolution regarding incentive programmes including:
a) issuance of share option rights to employees, and
b) issuance of share option rights and the approval of transfer of share option
rights 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, Anna-Maria Thörnblom Lundström (Provobis Invest AB), Emil
Sunvisson (the Kling family), and Rolf Blom, chairman of the Board of
Directors, propose lawyer Robert Hansson 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 given for the
financial year 2010. The Board of Directors has proposed a redemption procedure
in accordance with the contents of agenda item 17 below.
Election of the Board of Directors etc. (agenda item 12 – 14)
The nominating committee proposes
– that the Board of Directors consists of six regular directors,
– that the remuneration for the Board of Directors consists of SEK 550,000 for
the chairman and SEK 220,000 for each of the members of the board elected by
the AGM who are not employees of the company, and
– in addition thereto, remuneration to the chairman of the audit committee
shall be SEK 50,000,
– that remuneration for the auditor be given in accordance with the approved
invoice, and
– re-election of the regular members of the board Vigo Carlund, Fredrik Erbing,
Niclas Eriksson, Mikael Gottschlich and Peter Hamberg and new election of
Pontus Lindwall for the period up to the end of the next AGM, whereby it is
proposed that Vigo Carlund is appointed chairman of the Board of Directors.
Rolf Blom has declined re-election. If Vigo Carlund’s assignment should end
ahead of time, the Board of Directors will elect a new chairman internally.
The nominating committee’s statement regarding its proposition on the Board of
Directors and information regarding the proposed directors can be found on the
company’s website.
It is noted that the company’s auditor, Deloitte AB, with Therese Kjellberg as
auditor in charge, was elected at the annual general meeting in 2008 for the
period up to the end of the AGM in 2012.
Resolution on the nominating committee for the AGM in 2012 (agenda item 15)
The nominating committee proposes that the AGM decide that the chairman of the
Board of Directors should summon a nominating committee consisting of a
representative for each of the three largest shareholders as of 31 August 2011,
who, along with the chairman of the Board of Directors, will be members of the
nominating committee for the AGM in 2012. The representatives shall be
appointed and made public at least six months before the AGM in 2012. The
nominating committee will appoint a chairman internally who must, however, not
be a member of the Board of Directors. If any owner declines to participate in
the nominating committee or leaves the nominating committee before its work is
finished, the right to appoint a representative will pass to the next largest
shareholder who is not represented on the nominating committee. If a material
change occurs in the ownership structure after formation of the nominating
committee, the constitution of the nominating committee must be altered in
accordance with the above principles. The nominating committee will work from
proposals that are brought before the AGM in 2012 for resolution as regards the
chairman of the meeting, the chairman and other members of the Board of
Directors, and, in a specific case, the auditor, remuneration for the Board of
Directors and auditor, and principles for the appointment of the nominating
committee. The period in office of the nominating committee runs until a new
nominating committee is appointed in accordance with Resolutions on the
appointment of a nominating committee at the AGM in 2012. The nominating
committee must, to the extent it finds necessary, have the right, at the
expense of the company and to a reasonable degree, to recourse to other
resources such as external consultants.
Resolution on guidelines for remuneration to senior executives (agenda item 16)
The Board of Directors proposes that the AGM decide on the following guidelines
for remuneration to senior executives.
Remuneration and other conditions of employment for senior executives must,
from both a short-term and long-term perspective, be competitive and create
good prerequisites for keeping and motivating competent employees and
attracting new employees when needed. In order to achieve this, the company
must have just and internally balanced conditions which are also competitive in
the market. The conditions of employment for senior executives should contain a
well balanced combination of fixed and variable salaries, incentive programmes
related to shares, 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 adjustable salaries, where
adjustable compensation constitutes a relevantly large part of total
compensation. The Board of Directors must 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 17)
The Board of Directors proposes that the AGM make decisions on an automatic
procedure for redemption in accordance with the contents of agenda items 17a –
17c below. 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 that are represented at the
meeting are required for a valid Resolution.
Resolution on implementation of share split (agenda item 17a)
The Board of Directors proposes that the annual general meeting resolve to
carry out a division of the company’s shares, a so-called share split, whereby
an existing share in the company, of both series A and series B, is divided
into two 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 predicted to be 21 April 2011.
Resolution on the reduction of the share capital by automatic redemption of
shares (agenda item 17b)
The Board of Directors proposes that the AGM decide that share capital should
be decreased by SEK 595,283.4258 by repurchasing 5,610,000 series A shares and
33,943,716 series B shares for repayment to shareholders. Shares to be
repurchased are constituted of the shares that are called redemption shares
after the share split is carried out according to the above. Payment for each
redemption share will be SEK 2,00, of which approximately SEK 1.985 exceeds the
quota value. 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 SEK 79,107,432. The Board of Directors proposes that trading in
series B redemption shares should occur during the time from and including 27
April 2011, up to and including 10 May 2011. 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 predicted
to be 13 May 2011. Payment is scheduled to occur through Euroclear Sweden AB on
18 May 2011.
Resolution on an increase of share capital by means of a bonus issue (agenda
item 17c)
In order to bring about a timely redemption procedure without the requirement
of permission from the Swedish Companies Registration Office or general court,
the Board of Directors proposes that the annual general meeting resolves to
restore the company’s share capital to its original amount by increasing the
company’s share capital by SEK 595,283.4258 through a bonus issue by transfer
from the company’s free equity capital to the company’s share capital. No new
shares will be issued in connection with the increase in share capital.
Resolution on authorization for the Board of Directors to decide on issuing new
shares (agenda item 18)
The Board of Directors proposes that the annual general meeting on one or more
occasions authorize the Board of Directors, with or without deviation from the
shareholders’ preferential rights, to decide on issuing shares, convertible
and/or warrants that represent issuance of, conversion to or new issuance of a
total of at most 4,300,000 series A and/or series B shares (corresponding to an
increase of approximately 10 percent of the capital after the proposed shares
split and automatic redemption procedure under agenda item 17) for cash payment
and/or with a provision on issue in kind or set-off, or otherwise with
conditions. Exercise of the authorization must not result in the share of
series A shares exceeding 14.2 percent of the total amount of shares.
The purpose of the authorization is to increase the company’s financial
flexibility and its ability to make payment with in-house financial instruments
in connection with any acquisitions of companies and businesses that the
company may carry out. The basis for the determination of the subscription
price must, subject to market rate discount, be the market value at the
respective time of issuing regarding shares issued without preferential rights
for the shareholders.
Resolutions by the AGM on the authorization for the Board of Directors to
decide on the issuing of shares, convertible and/or share option rights, are
applicable only if the shareholders accede to it by at least two thirds of both
the votes recorded and the shares represented at the meeting.
Resolution on the introduction of incentive programme (agenda item 19).
The Board of Directors of the Company find it appropriate, and in the interest
of all shareholders, that employees in the group be offered long-term
contracts. The Board of Directors therefore proposes that the AGM should decide
on a long-term incentive programme including the issuance of share option
rights for senior executives and key persons in accordance with the below. That
which is indicated also constitutes cause for deviation from the preferential
rights of shareholders upon issuance.
The maximum dilution effect is calculated to amount to a maximum of
approximately 1.8 percent of the total number of shares, and approximately 0.8
percent of the total number of votes in the Company, provided that there is
full subscription and full utilisation of all share option rights. With regard
to outstanding share option rights in accordance with previous share option
rights programmes, the total dilution consists of about 3.2 percent of the
total number of shares and about 1.5 percent of the total votes in the company.
For the sake of guidance, the Meeting will be informed that the Board of
Directors is considering encouragement for participation in the incentive
programme by giving a cash remuneration that will be paid one month before the
distributed options expire. The remuneration will be paid only with the
provision that the participant is still employed in the group and that certain
other provisions are fulfilled. The net cash remuneration may at most amount to
50 percent of the premium paid.
The proposal under this point is based on the number of shares before the
proposed share split and automatic redemption procedure. Any recalculation
according to share option rights provisions may not be made for the proposed
share split and automatic redemption procedure according to item 17 above.
Issuance of share option rights to employees (agenda item 19 a)
The Board of Directors proposes that the AGM decide that the Company, with
deviation from the preferential right of shareholders, should issue at most
580,000 share option rights with the following right of subscription of 580,000
B shares in the Company on the following conditions.
The right to subscribe to share option rights will accrue to certain temporary
employees in the group in accordance with principles given below. Subscription
of share option rights will occur at the latest on 1 June 2011, and payment
will occur at the latest on 15 June 2011. Oversubscription may not occur.
Employees will be offered the opportunity to subscribe to share option rights
at the market price according to the following:
Category 1 (CEO) will be offered the opportunity to subscribe to at most
100,000 share option rights.
Category 2 (other senior executives – 6 persons) will each be offered the
opportunity to subscribe to a maximum of 80,000 share option rights.
Category 3 (other key employees – 10 persons) will each be offered the
opportunity to subscribe to a maximum of 25,000 share option rights.
The total number of share option rights that can be provided to employees in
categories 1-3 above shall however amount to a maximum of 580,000 share option
rights.
An offer of subscription to share option rights for employees outside of Sweden
requires that there are no legal or tax prohibitions, and that the Board of
Directors believes that such an offer can occur with reasonable administrative
and/or financial resources.
The holder of a share option right has the right, during the time from and
including 1 August 2014, up to and including 1 October 2014, to one (1) share
option right, to subscribe to one (1) new B share in the Company at a
subscription price corresponding to 130 percent of the B share’s average last
buying price on the NASDAQ OMX in Stockholm during the period from and
including 2 May 2011, up to and including 13 May 2011, but at the lowest at a
subscription price corresponding to the quota value of the B share.
With full subscription and full utilisation of the proposed share option
rights, the Company’s share capital may increase by SEK 17,458 by the issuance
of at most 580,000 shares, each with a quota value of SEK 0.0301, but with the
proviso for an increase that may be caused by recalculation according the
conditions of the subscription option as a result of issuances etc. These new
shares constitute, with full utilisation, approximately 1.4 percent of the
total number and approximately 0.6 percent of the total number of votes in the
Company.
For a resolution by the Meeting according to the proposal in accordance with
this point, it is required that the resolution be acceded to by shareholders by
at least nine tenths of both the votes given and the shares represented at the
Meeting.
Issuance of share option rights and approval of conveyance of share option
rights to employees (agenda item 19 b)
The Board of Directors proposes that the AGM decide that the Company, with
deviation from the preferential right of shareholders, should issue a maximum
of 160,000 share option rights with the following right of subscription to
160,000 B shares in the Company on the following conditions.
The Company’s subsidiary Mobile Entertainment ME AB has the right of
subscription. The subsidiary acquires the share option rights free of charge
with the rights and obligations for the subsidiary. following subscription and
instructions from the Board of Directors. to offer future employees in the
group, within the categories and to the maximum number stated in point 19 a
above, the opportunity to acquire share option rights at market price, however
no later than 31 July 2011.
Subscription of share option rights must occur at the latest on 1 June 2011.
Oversubscription cannot occur.
The holder of a share option right has the right, during the period from and
including 1 August 2014, up to and including 1 October 2014, to one (1) share
option right, to subscribe to one (1) new B share in the Company at a
subscription price corresponding to 130 percent of the B share’s average last
buying price on the NASDAQ OMX in Stockholm, during the period from and
including 2 May 2011, up to and including 13 May 2011, but at a minimum of a
subscription price corresponding to the quota value of the B share.
With full subscription and full utilisation of the proposed share option rights
the Company’s share capital may increase by SEK 4,816 through the issuance of a
maximum 160,000 shares each with a quota value of SEK 0.0301, but with the
proviso for an increase that may be caused by recalculation according to the
conditions of the subscription option as a result of issuances etc. These new
shares constitute, with full utilisation, approximately 0.4 percent of the
total number and approximately 0.2 percent of the total number of votes in the
Company.
For a resolution by the Meeting according to the proposal in accordance with
this point, it is required that the resolution be acceded to by shareholders by
at least nine tenths of both the votes given and the shares represented at the
Meeting.
Other
Copies of financial statements, audit 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 23
March 2011, and on the company’s website, and will be sent free of charge to
shareholders who provide their postal address on request.
On 7 April 2010 there were a total of 39,553,716 shares in the company,
consisting of 5,610,000 series A shares and 33,943,716 series B shares,
corresponding to a total of 90,043,716 votes. The company possessed no shares
itself at the time of the summons.
_______________________________
Stockholm,in March 2011
Net Entertainment NE AB (publ)
The Board of Directors
For additional information please contact;
Johan Öhman, CEO Net Entertainment; Phone +46 8 57 85 45 00
johan.ohman@netent.com
About Net Entertainment
Net Entertainment is a premium supplier of digitally distributed gaming systems
used by some of the world’s most successful online gaming operators. The Net
Entertainment casino is a complete gaming solution comprising both a complete
management platform and a full suite of high quality games. Operators are
provided a customized casino that is easily integrated ensuring short time to
market and a cost efficient operation. Net Entertainment is listed on Nasdaq
OMX Stockholm (NET-B). More information about Net Entertainment is available at
www.netent.com.