NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Unibet Group plc (“the Company”) will be held on Wednesday 13 May 2009 at 14.00 CET at Moderna Museet, Skeppsholmen, Stockholm, for the following purposes:
Notice to holders of Swedish Depositary Receipts (“SDR’s”)
Holders of SDR’s who wish to attend the AGM must
(i) be registered in the register kept by Euroclear Sweden AB (former VPC AB) by 17.00 Thursday 30 April 2009;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to attend the AGM no later than 17.00 on Friday 8 May 2009; and
(iii) send an original signed proxy form to the Company no later than 17.00 on Wednesday 6 May, 2009 (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 Euroclear Sweden AB (former VPC AB) by 17.00 on Thursday 30 April 2009. 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 Euroclear Sweden AB (former VPC) before Thursday 30 April 2009.
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 17.00 on Friday 8 May 2009. 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 Unibet Group plc, Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU, United Kingdom no later than 17.00 on Wednesday 6 May, 2009. 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 30 April and 13 May 2009.
Proposed Agenda
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.
Ordinary business
9.To receive and consider the Report of the Directors and the Consolidated Financial Statements (Annual Report) prepared in accordance with International Financial Reporting Standards for the year ended 31 December 2008, together with the Report of the Auditors.
Resolution (a)
10.To declare a dividend. Resolution (b)
11.To approve the remuneration report set out on pages 30 and 31 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2008.
Resolution (c)
12.To determine the number of Board members. Resolution (d)
13.To determine the Board members’ fees. Resolution (e)
14.To re-elect Kristofer Arwin as a director of the company Resolution (f)
15.To re-elect Peter Boggs as a director of the company Resolution (g)
16.To re-elect Daniel Johannesson as a director of the company Resolution (h)
17.To re-elect Peter Lindell as a director of the company Resolution (i)
18.To re-elect Staffan Persson as a director of the company Resolution (j)
19.To re-elect Anders Ström as a director of the company. Resolution (k)
20.To appoint the Chairman of the Board and Deputy Chairman Resolution (l)
21.To determine principles for the appointment of the members of the Nomination Committee. Resolution (m)
22.To reappoint PricewaterhouseCoopers as auditors of the Company and to authorise the directors to determine their remuneration. Resolution (n)
23.To resolve on guidelines for remuneration and other terms of employment for senior management. Resolution (o)
As Special Business, to consider the following resolutions which will be proposed as Extraordinary Resolutions:
24.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 5 March 2009, the directors resolved to obtain authority to buy back GBP 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.
In consideration of the aforementioned it is proposed:
THAT the company, through its board of directors, be generally authorised to make purchases of ordinary shares/SDRs of GBP 0.005 each in its capital, subject to the following: Resolution (p)
(a) the maximum number of shares/SDR’s that may be so acquired is 2,794,319;
(b) the minimum price that may be paid for the shares/SDR’s is 1 SEK per share/SDR’s exclusive of tax;
(c) the maximum price that may be so paid be 1,000 SEK per share/SDR’s; and
(d) the authority conferred by this resolution shall expire on the date of the 2010 Annual General Meeting but not so as to prejudice the completion of a purchase contracted before that date.
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 the annual general meeting of the Company held on 25 April 2007 the shareholders of the Company unanimously resolved that the directors be authorised and empowered in accordance with Articles 85(2) and 88(7) of the Companies Act, for a period of five years from the date of the meeting, 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 Scheme, without first offering the said shares to existing Shareholders (the “2007 Authority”);
(ii) At a board of directors´ meeting held on 5 March 2009, the directors resolved to obtain authority to issue a maximum of 1,000,000 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 Scheme, without first offering the said shares to existing Shareholders and that if granted, the aforesaid authority would replace the 2007 Authority.
In consideration of the aforementioned it is proposed:
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 1,000,000 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 Scheme, 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 and shall, from the date of this resolution, replace the authorisation granted by the shareholders pursuant to Articles 85(2) and 88(7) of the Companies Act on 25 April 2007.
Resolution (q)
26. Closing of the meeting.
Proposals related to Agenda items
Agenda item 2
The Nomination Committee proposes that Gunnar Johansson be elected Chairman of the Meeting.
Agenda item 8 and 25
The Unibet Group plc Executive Share Option Scheme "Option Scheme"
Following the 2007 AGM the company has the authority to issue and allot new ordinary shares comprising a maximum of 800,000 shares solely for the purpose of issuing shares to holders and future holders of options under the Option Scheme (the “2007 Authorisation”). It is being proposed to the shareholders to grant to the directors the power and authority to issue 1,000,000 shares solely for the purpose of issuing shares to holders and future holders of options under the Option scheme (the “2009 Authorisation”). If approved by the shareholders of the Company, the 2009 Authorisation will replace the 2007 Authorisation.
The 2009 options are to be issued after the release of the interim report from the second quarter 2009 and subsequently after each quarter during the year, at the discretion of the Board. These options will constitute the fifth series of five within the Option Scheme.
Each option shall entitle the holder to subscribe for one share with a nominal value of GBP 0.005 each in the capital of the Company. 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 between either June 1 and June 15, 2012, November 1 and November 15, 2012 or June 1 and June 15, 2013. The options will be issued to senior management and key employees at Unibet.
The right to exercise the granted options will generally be conditional upon the holder remaining employed with 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 2009. The financial goals will be set by the board, which will also determine whether the goals were met.
Addendum relating to the Option Scheme:
There is an addendum to the Option Scheme containing the following:
1) New employees may in connection with the signing of the employment agreement, at the company’s discretion, be granted options with 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.
2) The company has the discretion to impose a condition to force an option holder who is being relocated to work in another country to exercise their options earlier than the three year period.
3) Options granted to Peter Nylander in 2008 and 2009 may also be exercised before the expiry of three years from the date of their issue.
Information relating to the Option Scheme:
The Board has decided to terminate 57,970 of the options granted 2008 (and exercisable 2011) under the Option Scheme, due to only partly satisfied performance conditions.
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 300,000 options are granted in 2009 and are exercised, the increase in the company’s share capital will be GBP 1,500, corresponding to 1.1 per cent of the share capital after dilution. Also considering previously issued options, the aggregate dilution amounts to 3.0 per cent of the share capital.
The purpose with this proposal 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 GBP 0.23 (equivalent to SEK 2.75 on 10 February 2009 exchange rates and payable in SEK) be declared to be paid to owners of shares/SDR´s who are registered as at 13 May 2009. As record date at Euroclear Sweden AB (former VPC AB)is 18 May 2009 proposed. If the AGM approves, the dividend is expected to be distributed by Euroclear Sweden AB (former VPC AB) on 22 May 2009. 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 30 and 31 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2008.
Agenda item 12
The Nomination Committee proposes that the Board of Directors should consist of six Directors.
Agenda item 13
The Nomination Committee proposes that a total fee of GBP 379,250 (the “Total Fee”) be paid to Directors elected at the AGM, who are not employees of the Company. The Total Fee is the same as that proposed by the Nomination Committee and approved by the shareholders of the Company at the 2008 Annual General Meeting. 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 90,000, the Deputy Chairman a fee of GBP 117,000 and a fee of GBP 30,000 be paid to each other Director, and an additional GBP 10,000 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.
It is expected that the Deputy Chairman will dedicate approximately 40 per cent of his working time to the company including business development projects.
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 14-19
CVs for Directors are to be found on page 63 in the Unibet Group plc Annual Report for 2008 and on the company’s website.
Agenda item 20
The Nomination Committee proposes that Daniel Johannesson is appointed the Chairman of the Board and Anders Ström is appointed Deputy Chairman.
Agenda item 21
The Board of Directors proposes that the Annual General Meeting resolves that the Nomination Committee shall, up to the time that a new Nomination Committee is appointed in accordance with a mandate from the next General Meeting of the company, consist of the Chairman of the Board of Directors and representatives from the at least four other of the largest shareholders in the company at the end of the third quarter 2009. The Nomination Committee shall appoint as its chairman the representative of the largest shareholder in terms of voting rights. Should a member of the Nomination Committee leave his or her post on the committee before the committee's work for the year has been completed, if it is deemed necessary a replacement shall be appointed by the same shareholder who appointed the retiring member of the committee or, if this shareholder is no longer one of the largest shareholders, by another shareholder from the group of major shareholders in the company. No remuneration will be paid to the members of the Nomination Committee.
The names of the members of the Nomination Committee shall be announced no later than on the date of publication of the company's interim report for the third quarter in 2009.
Agenda item 23
The Board of directors proposes that the AGM resolves upon guidelines for remuneration to management.
The policy of the Board is to attract, retain and motivate the best managers by rewarding them with competitive salary and benefit packages linked to achieving the Group’s financial objectives.
The performance-related elements of executive remuneration comprise annual bonuses and awards under the Unibet Executive Share Option Scheme. These incentives are designed to be relevant to the overall objectives of the Group and to enhance the business. The performance targets referred to below, are reviewed annually and are intended to be stretching and to reward superior performance in light of competition and the prevailing economic climate.
The remuneration packages of the Senior Managers comprise:
•Basic salaries, which are reviewed annually, having regard to individual performance, responsibility and skills, and comparable evidence of other companies in the sector, together with specific employee benefits.
•Performance-related bonuses, which are based on quantitative and qualitative goals. The goals are mainly linked to the company’s financial objectives such as gross winnings and operating profit, as well as the delivery of specific projects and business critical processes. Performance is assessed on an annual basis. Bonuses are only awarded once specified objectives are achieved. The amount of potential bonus compared to basic salary varies depending on position and situation, but is in general less than half the amount of the basic salary.
•Equity awards through option schemes are granted based on position and performance under the terms of the Unibet Group plc's Executive Share Option Scheme, and are linked to the long-term performance of the Group and further align Senior Management’s interests with those of the shareholders.
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 unless otherwise agreed.
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 24
The Board of Directors proposes that the acquisition of shares/SDR´s shall take place on the NASDAQ OMX Nordic Exchange in Stockholm 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 NASDAQ OMX Nordic Exchange in Stockholm 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 22.8 per cent 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 6 April 2009.
By order of the Board
Unibet Group plc
Malta, April 2009
NOTE
1. A shareholder or holder of SDR 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.