Work of the Board of Directors

The work of the Board of Directors is regulated by the rules of procedure, in addition to laws and recommendations. The rules of procedure are adopted by the Board of Directors and reviewed annually. The rules of procedure are divided into different sections in order to clarify and regulate the Board of Directors’ work and duties. The sections consist of the Board of Directors’ rules of procedure and instructions for the CEO and Audit Committee. The Remuneration Committee consists of the entire Board of Directors. The rules of procedure comprise the Board’s general obligations, distribution of duties within the Board, how Board meetings shall be recorded, and provision of information to the Board of Directors before and between Board meetings. Before each Board meeting, members receive written documentation about the matters to be discussed at the Board meeting. Also, each month, a monthly report is distributed on operational and financial performance.

In 2014, the Board of Directors held 12 meetings, including the inaugural meeting, three for approving interim reports, one for approving the earnings report and one extraordinary meeting per capsulam. In connection with the Board meeting in June, a strategy meeting was held, at which the executive management presented an in-depth analysis of the industry trend and proposed the strategic direction for sustained growth and development. All meetings held during the year followed an agenda which, together with the documentation for each agenda item, was provided to Board members ahead of the meetings.

Also present at Board meetings are the CEO and the CFO, who also records the minutes. The CEO reports on operational performance at each ordinary Board meeting, and the CFO reports on financial performance. In addition, various senior executives, and auditors if needed, deliver presentations on various specialist topics. The key points at the Board meetings in 2014 were matters concerning strategy, taxes, the business risk management process, business plan and budget approval, forecasts, key policies such as for anti-bribery, annual report, earnings report and interim reports, as well as investments and setting up operations on new markets such as Spain and North America. Other matters addressed by the Board of Directors are financial targets, vision and mission, as well as financial policy.

Chairman of the Board of Directors

The Chairman of the Board of Directors is appointed by the AGM. Vigo Carlund was appointed Chairman of the Board of Directors by the AGM 2015. The Chairman organizes the work of the Board of Directors so that it is conducted effi ciently, and such that the Board of Directors fulfi ls their commitments. This also includes organizing and leading the work of the Board of Directors in order to create the best possible conditions for the work, ensuring that new members of the Board of Directors go through the necessary introductory training, that the Board regularly updates and deepens their knowledge of the Company, the industry, and its development, is responsible for contacts with the owners, and communicates their opinions to the Board of Directors. The Chairman also ensures that the Board of Directors receives suffi cient information and support for decisions in its work, and, in consultation with the CEO, establishes proposals for the agendas of the Board meetings. The Chairman of the Board of Directors verifi es that the Board’s decisions are implemented, and is responsible for the Board of Directors’ work is evaluated annually, and that the Nominating Committee is informed of the evaluation. The Chairman is also a support for the CEO.

Contact the Board of Directors

Shareholders wishing to communicate with the Board of Directors should address letters to:

NetEnt AB

Office of the Corporate Secretary

Luntmakargatan 18

SE-11137 Stockholm

Instruction for the CEO

The Board of Directors has prepared and established instructions regarding the CEO’s duties and responsibilities, as well as obligations towards the Board of Directors. The CEO is responsible for managing and developing the Company and dealing with the ongoing management of the Company’s business operations within the framework of the Swedish Companies Act, the Company’s business plan, instructions for the CEO, and guidelines and instructions announced by the Board. In the internal work, the CEO shall: monitor to ensure that the Company’s organization is professional and efficient; ensure that internal controls are appropriate and efficient; implement the Company’s strategy and goals; and process and suggest qualitative and quantitative goals for the Company’s various business units. For the Board of Directors, the CEO shall, continuously and before each ordinary Board meeting, prepare, compile, and present data requested by the Board of Directors for assessing the Company’s financial situation, such as reports, key figures and comments, proposals for the business plan, marketing plan, budgets, forecasts, financial statements, interim reports, and annual reports.