The Annual General Meeting of Net Gaming Europe AB was held on Tuesday 30 May 2017. The following decisions were made at the Meeting:
The balance sheet and income statement for the financial year 2016 were adopted and it was decided that the accumulated profits of SEK 11,995,607 would be carried forward.
Board members and the CEO were discharged from liability for the previous year.
Board fees of SEK 400,000 were adopted, distributed as follows: SEK 160,000 to the Chairman and SEK 80,000 to each of the other non-executive directors. Auditors’ fees are to be paid on approved account.
Jonas Bertilsson, Tobias Fagerlund, Henrik Kvick, Jonas Söderqvist and Marcus Teilman were re- elected to the Board, with Henrik Kvick as Chairman. Per-Åke Bois was appointed as the Company’s auditor and Daniel Boström was appointed as deputy auditor.
The Board was authorised to decide on a new issue of up to sixty million shares. The share issue may be in cash, provided new shares are paid for in kind or by set-off, or otherwise in accordance with Chapter 13, section 5, first paragraph (6) of the Companies Act. The issue may be conducted without shareholders’ preferential rights. The authorisation may be exercised on one or more occasions in the period up to the next Annual General Meeting. The purpose of the authorisation is to strengthen the Company’s cash in a time-effective way or to facilitate acquisitions for which payment is in cash or with own shares.
The AGM decided to introduce a new incentive programme consisting of employee share options. A maximum of 1,200,000 employee share options may be issued. Only individuals who are, or will be, employees of Net Gaming Europe AB’s subsidiary Rock Intention Malta Ltd shall be entitled to receive the options. Each option will entitle the holder to acquire one (1) new share in the Company at a price corresponding to 130 percent of the volume-weighted average price of all trades in the Company’s shares in the period 31 May 2017 – 14 June 2017 on AktieTorget. The options can be exercised in the period 1 July 2020 – 30 August 2020. The exercise of the options is conditional on the holder being an employee of a subsidiary of Net Gaming Europe AB on the exercise date. The options are not transferable.
In order to enable the Company’s provision of shares in accordance with the options issued, the Meeting adopted an issue, with a derogation from shareholders’ preferential rights, of 1,200,000 warrants to a subsidiary owned by the Company. The warrants are issued free of charge. Each warrant will entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 130 percent of the volume-weighted average price of all trades in the Company’s shares in the period 31 May 2017 – 14 June 2017 on AktieTorget. The deadline for subscription for shares based on the warrants is 30 September 2020.
The Meeting approved the subsidiary’s transfer of shares or share options to holders of employee share options in accordance with the proposal.
In the event of full exercise of the warrants, the Company’s share capital will increase by a maximum of SEK 312,000, divided into 1,200,000 shares with a par value of SEK 0.26, corresponding to a dilutive effect of approx. 2.02 percent of the share capital and votes in the Company as on the date of the notice.
For further information, please contact:
Marcus Teilman, CEO
Telephone: +356 9936 7352
Net Gaming Europe AB (publ)
Telephone: +46 8-410 380 44
E-mail: [email protected]