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 Thursday 24 April 2014, at 3:00 p.m. at Spårvagnshallarna, Birger Jarlsgatan 57A, Stockholm.
Registration etc.
Shareholders who wish to participate at the shareholders’ meeting must:
- be entered into the share register kept by Euroclear Sweden AB no later than Wednesday 16 April 2014,
- notify their intention to participate in the AGM no later than by Wednesday 16 April 2014.
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, address, telephone number and ownership of shares. If a shareholder is represented by proxy, the proxy and other authorization documents should be submitted in connection with the notification of participation and these documents must also be brought to the meeting. Note that the Company requires original documents to be presented. 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 Wednesday 16 April 2014.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Resolution as to whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report along with the consolidated financial statement and group audit report
- Presentation by the CEO
- Resolution on the adoption of the income statement and the balance sheet, along with the group income statement and the group balance sheet
- Resolution on the allocation of the Company’s profits in accordance with the adopted balance sheet
- Resolution on discharge from liability for the members of the Board of Directors and the CEO
- Determination of the number of members of the Board of Directors
- Determination of remuneration for the members of the Board of Directors and the auditors
- Election of members and chairman of the Board of Directors
- Election of Auditors
- Resolution on the nominating committee for the annual general meeting 2015
- Resolution on guidelines for remuneration to senior executives
- 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.
- 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, Christoffer Lundström (Provobis Invest AB), Martin Wattin (the Kling family), and Vigo Carlund, chairman of the Board of Directors, propose Vigo Carlund 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 2013. The Board of Directors has proposed a redemption procedure in accordance with the contents of agenda item 18.
Election of the Board of Directors etc. (agenda item 12 - 15)
The nominating committee proposes
- that the Board of Directors consists of seven regular directors,
- that the remuneration for the Board of Directors consists of SEK 600,000 for the chairman and SEK 250,000 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 70,000,
- that in certain cases, members of the Board of Directors shall be able to receive a fee for services rendered within their respective area of expertise that is not board work. The fee for such services shall be market-based and shall be approved by the Board of Directors
- that remuneration for the auditor be paid in accordance with the approved invoice, and
- re-election of the regular members of the board Vigo Carlund, Fredrik Erbing, Mikael Gottschlich, Peter Hamberg, Pontus Lindwall, Michael Knutsson and Maria Redin for the period up to the end of the next AGM. Vigo Carlund is proposed to be appointed chairman of the Board of Directors. If Vigo Carlund’s assignment should end ahead of time, the Board of Directors will elect a new chairman internally and
- re-election of Deloitte AB, with Therese Kjellberg being chief auditor, as auditors for the period up to the end of next AGM 2015.
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.
Resolution on the nominating committee for the AGM in 2015 (agenda item 16)
The nominating committee proposes that the AGM decides on the following order for the preparation of election of board members and auditors.
The work to prepare a proposal for Board of Directors, auditors, and remuneration thereof, and proposal for chairman of the AGM 2015 shall be performed by a nominating committee. The nominating committee shall, after consulting the largest shareholders as of 31 August 2014, form during October 2014 for a term commencing on the date of the public release of the Company’s interim report for the third quarter 2014 until the formation of the next nominating committee.
The chairman of the Board of Directors shall be a member of the nominating committee and be responsible for the summoning of the nominating committee. In addition, the nominating committee shall constitute of three more members. The majority of the nominating committee members shall not be members of the Board of Directors or be employed by the Company. At least one member of the nominating committee shall be independent of in relation to the Company’s largest shareholder from a votes perspective or group of shareholders that collaborates concerning the affairs of the Company, If a member of the nominating committee resigns prior to the end of the term, a replacement can be appointed after consulting with the largest shareholders of the Company. Unless special circumstances so requires, no changes should be made to the composition of the nominating committee if only marginal changes to the number of votes has occurred or if a changes occurs less than three months prior to the AGM.
The nominating committee shall appoint a chairman at the first meeting of the term. The nominating committee shall have the right to obtain resources from the Company such as for example secretarial assistance, or use of executive search consultants if deemed necessary at the expense of the Company.
Resolution on guidelines for remuneration to senior executives (agenda item 17)
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 programs 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 18)
The Board of Directors proposes that the AGM make decisions on an automatic procedure for redemption in accordance with the contents of agenda items 18a – 18c 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 18a)
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 5 May 2014.
Resolution on the reduction of the share capital by automatic redemption of shares (agenda item 18b)
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 3.00, of which approximately SEK 2.985 exceed the quota value (after share split). 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 118,661,148. The Board of Directors proposes that trading in series B redemption shares should occur during the time from and including 7 May 2014, up to and including 20 May 2014. 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 23 May 2014. Payment is scheduled to occur through Euroclear Sweden AB on 28 May 2014.
Resolution on an increase of share capital by means of a bonus issue (agenda item 18c)
In order to enable 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.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if a shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or subsidiaries’ financial situation and the Company’s relationship to other group companies.
Other
Copies of financial statements, auditor’s 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 3 April 2014, and on the Company’s website, and will be sent free of charge to shareholders who provide their postal address on request.
On 24 March 2014 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 treasury shares at the time of the summons.
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Stockholm, in March 2014 Net Entertainment NE AB (publ) The Board of Directors
