NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“EGM”) of Unibet Group plc (“the Company”) will be held on Friday 18 December 2015 at 10.00 CET at the Company’s Head office, Fawwara Buildings, Msida Road, Gzira, Malta for the following purposes:
Notice to holders of Swedish Depository Receipts (“SDR’s”)
Holders of SDR’s who wish to attend and/or vote at the EGM must:
(i) be registered in the register kept by Euroclear Sweden AB by 17.00 CET Tuesday 8 December 2015;
(ii) notify Skandinaviska Enskilda Banken AB (publ) (SEB) of their intention to attend the EGM no later than 11.00 CET on Friday 11 December 2015; and
(iii) send an original signed proxy form to the Company no later than 17.00 GMT on Friday 11 December, 2015 (unless the holder will attend the EGM in person).
Requirement (i): Holders of SDR’s whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the EGM (by proxy or in person), temporarily register their SDR’s in their own name in the register kept by Euroclear Sweden AB at the latest by 17.00 CET on Tuesday 8 December 2015. 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 before Tuesday 8 December 2015.
Requirement (ii): Holders of SDR’s must, to be able to exercise their voting rights at the EGM (by proxy or in person), give notice to SEB of their intention to attend no later than 11.00 CET on Friday 11 December 2015. This must be done by completing the enrolment form provided on www.unibetgroupplc.com/EGM, "Notification to holders of Swedish Depository Receipts in Unibet Group plc". The form must be completed in full and delivered electronically.
Requirement (iii): Holders of SDR’s who will not attend the EGM in person must send their original signed proxy forms by post or courier so as to arrive at Unibet Group plc, c/o Unibet (London) Ltd, Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU, United Kingdom no later than 17.00 GMT on Friday 11 December, 2015. Proxy forms are available on www.unibetgroupplc.com.
Please note that conversions to and from SDR’s and ordinary shares will not be permitted between 8 December and 18 December 2015.
It is proposed that the EGM conducts the following business:
- Opening of the Meeting
- Election of Chairman of the Meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one person to approve the minutes
- Determination that the Meeting has been duly convened
- To consider and vote upon the following resolution, which will be proposed as an Ordinary Resolution: Resolution (a)
(a) the authorised share capital of the company currently consisting of 200,000,000 Ordinary Shares of a nominal value of GBP0.005 each be redenominated into 1,600,000,000 Ordinary Shares of a nominal value of GBP0.000625;
(b) the issued share capital of the Company be divided into Ordinary Shares of a nominal value of GBP0.000625 each;
(c) and, That the Memorandum and Articles of Association of the Company be amended to reflect the changes to the authorised and issued share capital of the Company.
8. Closing of the meeting
Agenda item no 7
The Board of Directors of Unibet Group plc proposes a split in the issued shares to increase the liquidity and better facilitate trading in Unibet Group’s SDRs. If so decided the first trading day after the split will be Monday 4 January 2016. The allocation of new subdivided SDRs will take place on Thursday 7 January 2016 to owners of SDR´s registered in the register kept by Euroclear Sweden AB as at Tuesday 5 January 2016.
By order of the Board
Unibet Group plc
Malta, November 2015
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.