Notice to holders of Swedish Depositary Receipts (“SDRs”)
Holders of SDRs who wish to attend the AGM must
(i) be registered in the register kept by VPC AB on Friday 13th April 2007;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (“SEB) of their intention to attend the AGM no later than 5 p.m. on Friday 20th April 2007; and
(iii) send an original signed proxy form to the Company no later than 2 pm on Monday 23th April, 2007 (unless the Holder will attend the AGM in person).
Requirement (i): Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the AGM (by proxy or in person), temporarily register their SDRs’ in their own name in the register kept by VPC AB on Friday 13th April 2007. Such Holders must well before that day contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name with VPC AB on Friday 13th April 2007.
Requirement (ii): Holders of SDRs must, to be able to exercise their voting rights at the AGM (by proxy or in person), give notice to SEB of their intention to attend no later than 5 p.m. on Friday 20th April 2007. This must be done by completing the enrolment form provided on www.unibetgroupplc.com/AGM, “Notification to holders of Swedish Depositary Receipts in Unibet Group plc”. The form must be completed in full and delivered electronically.
Requirement (iii): Holders of SDRs who will not attend the AGM in person must send their original signed proxy forms by post or courier so as to arrive at Alliotts, 5th floor, 9 Kingsway, London WC2B 6 XF, United Kingdom no later than 2 p.m. on Monday 23th April, 2007. Proxy forms will be available on www.unibetgroupplc.com.
Please note that conversions to and from SDR’s and ordinary shares will not be permitted between 13th April and 25th April 2007.
It is proposed that the AGM conducts the following business:
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 person(s) to approve the minutes.
6. Determination that the Meeting has been duly convened.
7. The CEO’s presentation.
8. Presentation of the terms of the share option schemes.
9. To receive and approve the Report of the Directors and the Consolidated Financial Statements (Annual Report) prepared in accordance with International Financial Reporting Standards for the year ended 31st December 2006, together with the Report of the Auditors.
10. To declare a dividend.
11. To approve the remuneration report set out on pages 28 and 29 of the Company’s Annual Report and Financial Statements for the year ended 31st December 2006.
12. To determine the number of Board members and deputy members.
13. To determine the Board members’ fees.
14. To re-elect Peter Boggs as a director of the company.
15. To re-elect Daniel Johannesson as a director of the company.
16. To re-elect Peter Lindell as a director of the company.
17. To re-elect Anders Ström as a director of the company.
18. To re-elect Henrik Tjärnström as a director of the company.
19. To elect Staffan Persson as a director of the company.
20. To appoint the Chairman of the Board and Deputy Chairman.
21. To appoint the Nomination Committee.
22. To reappoint PricewaterhouseCoopers LLP the retiring auditors and to authorise the directors to determine their remuneration.
23. To resolve on guidelines for remuneration and other terms of employment for senior management.
As Special Business, to consider the following resolutions which will be proposed as Extraordinary Resolutions:
24. That the directors be and are hereby duly authorised and empowered in accordance with Articles 85(2) and 88(7) of the Companies Act, with immediate effect, for a period of 5 years from the date of this resolution, to issue and allot up to a maximum of 800,000 shares in the Company of a nominal value of GBP0.005 each solely for the purpose of issuing shares to holders and future holders of options under the Unibet Group plc Executive share option schemes, without first offering the said shares to existing Shareholders. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company.
25. The meeting will be requested to consider and if thought fit, approve, by extraordinary resolution, the following further resolution:
it being noted that
(i) at a board of directors’ meeting held on 22 March 2007, the directors resolved to obtain authority to buy back £0.005 Ordinary Shares/SDR’s in the Company (the purpose of buyback being to achieve added value for the Company’s shareholders); and
(ii) pursuant to article 106(1) (b) of the Companies Act (Cap.386 of the Laws of Malta) a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares/SDR’s to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration,
THAT the company be generally authorised to make purchases of ordinary shares/SDRs of £0.005 each in its capital, subject to the following:
(a) the maximum number of shares/SDR’s that may be so acquired is 2,824,109;
(b) the minimum price that may be paid for the shares/SDR is 1 SEK per share/SDR exclusive of tax;
(c) the maximum price that may be so paid be 1,000 SEK per share/SDR and
(d) the authority conferred by this resolution shall expire on the date of the 2008 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
26. Closing of the meeting.
Proposals related to Agenda items
Agenda item 2
The Board of Directors proposes that Gunnar Johansson be elected Chairman of the Meeting.
Agenda item 8 and 24
The general options scheme
The authority to allot new ordinary shares comprises a maximum of 400,000 options to be issued after the release of the interim report for the second quarter 2007. Some of these options may be issued at another point in time during 2007. These options will constitute the third series of four within Unibet’s share option scheme. Unibet intends to obtain authority to allot future shares for series 2008 at a future annual general meeting.
The balance of the authority to allot new ordinary shares relates to the options outstanding at 31 December 2006 which were taken over from the previous parent company following the scheme of arrangement.
Each option shall entitle the holder to subscribe for one share with a nominal amount of 0.5p each. The exercise price for these options shall correspond to 110 percent of the average market value of the Unibet share during a 5 day period prior to the decision to issue the options. The newly issued options will entitle the holder to subscribe for a share in the company from November 1, 2010 to November 15, 2010. The options will be issued to employees in the group management of Unibet.
The right to exercise the granted options will be conditional upon the holder remaining an employee of Unibet for at least three years, up to the time when the options are exercised, and on the achievement of a number of financial goals for 2007. The financial goals will be set by the board, which will also determine whether the goals were met or not at the end of each year.
Addendum relating to the general programme
There is an addendum to the previous scheme which applies to the recruitment of new staff. Options issued under the addendum give the employee the right to subscribe for shares, provided that he or she remains an employee of Unibet for a period of at least one year from the grant date. The options may be granted at other times than in connection with the interim report for the second quarter. In other respects, the terms and conditions are the same as for the general options scheme.
Information relating to both programmes
Since the number of options that become exercisable depends upon the company’s performance during the term of the options, it is difficult to forecast the actual dilution resulting from the options. If all the issued 400,000 options are exercised, the increase in the company’s share capital will be GBP 2,000, corresponding to 1.4% of the share capital after dilution. Also considering previously issued options, the aggregate dilution amounts to 2.7% of the share capital.
The purpose with the proposed plan is to retain and recruit key individuals to the group, as well as increasing the motivation of the employees. The board considers the proposed plan to be advantageous for the group and the company’s shareholders.
Agenda item 10
The Board of Directors proposes that a dividend of SEK 5.50 (equivalent to GBP 0.40 at current exchange rates and payable in SEK) be declared to be paid to owners of shares/SDR’s as at 25th April 2007. A VPC record date 30th April is proposed. If the AGM approves, the dividend is expected to be distributed by VPC on 4th May 2007. For accounting purposes the rate of exchange to be used shall be the SEK-GBP rate prevalent on the date of payment.
Agenda item 11
The Board of Directors proposes that the AGM approves the principles for remuneration as set out in the remuneration report on pages 28 and 29 of the Company’s Annual Report and Financial Statements for the year ended 31st December 2006.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of six Directors and no Deputy Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 301,750 be paid to Directors elected at the AGM, who are not employees of the Company. It is proposed that the Board of Directors will distribute the fee within the Board so that the Chairman will receive a fee of GBP 130,000 and a fee of either GBP 39,750 or GBP 26,250 be paid to each other Director, and an additional GBP 7,000 be paid for Audit Committee work, 3,500 for Remuneration Committee work and GBP 10,000 for Legal Committee work and an additional GBP 1,750 be paid to the Chairman of each committee.
The Remuneration Committee also proposed that for project work outside of normal Board work, which is assigned by the Board, a fee of GBP 1,000 per full working day be paid.
Agenda item 14-18
CVs for Directors are to be found on page 60 in the Unibet Group plc Annual Report for 2006 and on the company’s website.
Agenda item 19
Staffan Persson is a Swedish citizen, born 1956 and has a B.Sc. Economics degree. Mr Persson is one of the founders and senior partners of the venture capital company ITP. ITP focuses on early investments in growth companies and has been a shareholder in Unibet since 1999. Mr. Persson is also non-executive chairman in the Swedish DMA-specialist Neonet. During 1985 to 1995 Mr. Persson held senior positions at several Swedish and international investment banks including HSBC Investment Bank, focusing on M&A and corporate finance.
Agenda item 20
The Nomination Committee proposes that Anders Ström is appointed the Chairman of the Board and Daniel Johannesson is appointed Deputy Chairman.
Agenda item 21
It is proposed that the Chairman of the Board be authorised to invite not less than two shareholders to each appoint a member who, together with the Chairman of the Board, shall constitute a Nomination Committee. The composition of the Nomination Committee shall be published in connection with the interim financial statements for the third quarter 2007. Members of the Nomination Committee shall receive no fees, but any costs incurred in the course of the nomination work shall be borne by the Company. The term of office of the Nomination Committee shall extend until a new Nomination Committee is appointed.
Agenda item 23
The Board of directors proposes that the AGM resolves upon guidelines for remuneration to management.
Remuneration to senior management shall be composed of a fixed basic salary, potential variable remuneration, other benefits and pension. The total remuneration shall be in accordance with market conditions. The variable remuneration shall have a predetermined limit and be based on the outcome of specified financial and other goals (and in some cases other key figures) within the individual’s area of responsibility.
In the event that a management employee is dismissed, there may be a right to payment in lieu of notice, in which case there will be a predetermined limit. Should the employee resign, there shall be no right to such a payment. At management employee’s resignation, the notice period shall be determined by the terms of his employment contract..
The normal age for retirement shall be 65.
The Board of directors shall have the right to depart from the guidelines in individual cases if there are particular grounds for such departure.
Agenda item 25
The Board of Directors proposes that the acquisition of shares/SDR’s shall take place on the Stockholm Stock Exchange or via an offer to acquire the shares/SDR’s to all shareholders. Repurchases may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to the Stockholm Stock Exchange and details will appear in the Company’s annual report and accounts.
The objective of the buyback is to achieve added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following repurchase the intention of the Board would be to either cancel, use as consideration for an acquisition or issue to employees under a Share Option programme.
Once repurchased under the Maltese Companies Act further shareholder approval will be required before those shares could be cancelled only.
If used as consideration for an acquisition the intention would be that they would be issued as shares/SDR’s and not sold first.
Shareholders/SDR holders representing approximately 24.4% of the voting rights of all shares in the Company have stated that they intend to vote in favour of the proposals of the Nomination Committee.
The Annual Report in Swedish and English, will be available on the Company’s website www.unibetgroupplc.com from 27 March 2007.
By order of the Board
Unibet Group plc
Malta, March 2007
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member.
Unibet Group plc NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group plc (“the Company”) will be held on Wednesday 25th April 2007 at 2.00 p.m. CET at the Grand Hotel, S. Blasieholmshamnen 8, Stockholm, for the following purpose
Notice to holders of Swedish Depositary Receipts (“SDRs”)