Corporate Governance

The objective of corporate governance is to provide LeoVegas and its owners with systems and structures for effective management and control in combination with adequate transparency, clarity and proper business ethics.

LeoVegas applies the Swedish Corporate Governance Code. Any deviations from the Code will be disclosed in the company’s corporate governance report, which is presented in the annual report.

LeoVegas corporate governance is based on the Articles of Association, the Companies Act, other applicable Swedish and foreign laws and regulations and internal rules and guidelines. The internal rules and guidelines primarily include the board rules, instructions for the CEO, instructions for financial reporting and the financial handbook. Furthermore LeoVegas have a number of policies and manuals with internal rules and recommendations, which provide guidance for the company’s business and its employees.

Board of Directors

LeoVegas Board of Directors consists of six ordinary members, including the Chairman of the Board.

Robin Ramm-Ericson

Birth: 1975
Titel: Chairman of the Board, Co-Founder and CXO (Chief Experience Officer)
Started at LeoVegas: Co-founder, 2011
Education: Master of science in business and economics from the Stock- holm School of Economics, and has also studied at Stanford University.
Previous experience: Robin Ramm-Ericson is one of the founders of LeoVegas and his previous experience includes serving as CEO of Payson AB, Nordic Manager of Neteller & Optimal Payments Ltd and Head of Product Development at ATG.

Patrik Rosén

Birth: 1967
Titel: Board member
Started at LeoVegas: Board member since 2011
Education: Master of science in business and economics from the Stockholm School of Economics.
Previous experience: Career within MTG, Publishing Director Fanzine Media (Bonnier Group), CEO & Founder of Spray's media operations and experience from various own start-ups and investments. Patrik also sits on the Board of Directors at Compricer AB, Scanworld Travelpartner AB and is the former Chairman of the Board at Lenson AB.
Other assignments: CEO and partner Aggregate Media Funds and FORM Capital AB. Board member in POP Invest AB, Corporate Classifieds AB, Lo Cilo Ci AB, Hyresdata i Sverige AB and Eventbook AB. Deputy board member in Crew Communications Scandinavia (crewcom) AB.

Mårten Forste

Birth: 1971
Titel: Board member
Started at LeoVegas: Board member since 2012
Education: Master of laws from Lund University
Previous experience: Mårten has extensive experience in the online and e-commerce industry. He was formerly Swedish Country Manager at the gaming company Expekt and Country Manager for the Nordic Region at Match.com. A company where he still is active.
Other assignments: Mårten is currently Chief Operations Officer of Meetic/Match.com Europe, working at the European headquarter in Paris.

Anna Frick

Birth: 1968
Titel: Board member
Started at LeoVegas: Board member since 2015
Education: Master of science in business and economics from the Stockholm School of Economics.
Previous experience: Anna has been vice president and partner at Garbergs. Head of Creative at Adamsky Agency and COO at the communications agency Grandfather AB.
Other assignments: Today Anna is CEO at the digital agency Oakwoodo and board member at Nordnet Bank, Frisq and Fortnox.

Per Brillioth

Birth: 1969
Titel: Board member
Started at LeoVegas: Board member since 2015
Education: Degree in business administration from Stockholm University and holds a master’s degree in finance from London Business School.
Previous experience: Per has previously been responsible for Hagströmer & Qviberg's Emerging Markets business as well as working closely with the Russian financial market for many years. In addition, Per has long experience working with emerging markets and growth companies, often founded by successful entrepreneurs. He also has previous experience as Chairman of the Board at Black Earth Farming Ltd.
Other assignments: Per is currently board member in several companies. These are: Vostok New Ventures AB, which is listed on Nasdaq Stockholm, Vostok Emerging Finance, listed on First North, Avito AB, X5 Group AB Tethys Oil AB, Pomegranate Investment AB and the Swedish Museum of Photography AB.

Barbara Canales

Birth: 1990
Titel: Board member
Started at LeoVegas: Board member since 2015
Education: International sales and marketing at the Sälj och Marknadshögskolan.
Previous experience: Barbara have had several PR and marketing roles in her career. For example at Mykita and Oscar Magnuson Spectacles. She is also co-founder of Bonocle.com. She has previously worked as community manager at Uber, where she also was responsible for the launch and establishment of Uber in Sweden.
Other assignments: Today she is Director of Brand Marketing at Away

    Board of Directors work

    The Board of Directors (BoD) is the Company’s second highest decision-making body, after the Annual General Meeting (AGM). The board of directors’ responsibilities are regulated in the Swedish Companies Act, the company’s articles of association and the Swedish Corporate Governance Code.

    The BoD is the Company’s second highest decision-making body, after the AGM. The board of directors’ responsibilities are regulated in the Swedish Companies Act, the company’s articles of association and the Swedish Corporate Governance Code.

    In addition, the Board’s work is governed by the BoD rules of procedure. The rules of procedure regulates the work and responsibilities between the Board members, Chairman and Group CEO, and contains routines for financial reporting to the Group CEO.

    The BoD also provide instructions for the board committees. The duties of the board of directors include establishing strategies, business plans, goals and budgets, approve interim and year-end reports and adopt policies and guidelines.

    The board of directors also monitors the financial development, ensures a high quality in the financial reporting and control functions as well as evaluate the company’s business based on the goals and guidelines adopted by the BoD. Finally, the board of directors also decides on larger investments and on organisational and operational changes within the company.

    The chairman of the board and Group CEO oversee the company’s development and prepare and lead the board meetings. The chairman of the board is also responsible for the board of directors’ annual evaluation of its work and for ensuring that the board of directors has enough information in order to perform its obligations efficiently.

    The board meets on a regular basis and the chairman of the board represents LeoVegas towards its shareholders. The board has held 10 meetings during the year. The boards work during the past 12 months has been dedicated to strategic discussions of the company’s development, expansion, IT platform and partners.

    The Board of LeoVegas has two committees;

    – The Audit Committee, consisting of Robin Ramm-Ericson, Patrik Rosen and Per Brilioth. Robin is chairman of the Audit committee. During 2015 the Audit Committee held one meeting.

    The Remuneration committee, consisting of Anna Frick, Barbara Canales and Mårten Forste. Anna is Chairman of the remuneration committee. During 2015 the Remuneration Committee held two meetings.

    Annual General Meeting

    The Annual general Meeting is the highest decision-making body in the company. At the general meeting all shareholders are given the opportunity to utilize their influence over the company in accordance with their respective shareholdings.

    The AGM appoints the board of directors and auditors, and decides on, among other things, discharge from liability for the board members, changes in the articles of association and changes in the share capital.

    All shareholders who have been entered into the share register held by Euroclear Sweden AB at least five business days (Saturdays included) before the general meeting, and who have notified the company about their intention to participate by no later than the date specified on the notice to the general meeting, are entitled to participate and to vote for their shares at the general meeting.

    “annual general meeting will be within 6 months after the end of the financial year”

    In addition to notifying the company about its participation, a shareholder who has his or her shares registered through a bank or securities institution must, through assistance by the trustee, temporarily have the shares registered in his or her own name at Euroclear Sweden AB in order to participate at the general meeting. Shareholders should inform the trustee of this matter well in advance of the record date.

    Annual General Meeting, 26th of May

     

    Below is the information related to the AGM on the 26th of May

    AGM Minutes (Swedish)

    Evaluation of LeoVegas AB (publ) remuneration to the CEO and other senior executives

    The Nomination Committee’s full proposal

    The nomination committee’s motivated opinion regarding proposed board of directors

    The board of directors proposal regarding guidelines for remuneration to senior executives

    The company’s AGM will be within 6 months after the end of the financial year.

    Shareholders who wish to have a matter addressed at the AGM can send a written request thereof to the BoD no later than seven weeks before the meeting takes place. Please contact Investor Relations if that is requested on ir@leovegas.com.

    Remuneration

    The Remuneration Committee shall propose the Board’s recommendation for the remuneration of the Group CEO and other executives in the company’s top management.

    The AGM 2016 decided that a board fee of 175 000 SEK each to Per Brilioth, Barbara Canales, Mårten Forste, Anna Frick and Patrik Rosén, calculated that the assignment runs the entire period until the AGM 2017. Remuneration for committee work shall be paid by 15 000 SEK to each one of the members of the audit committee and the remuneration committee, based on that the assignment runs from the AGM 2016 until the AGM 2017.

    Further, the members participated in the work in connection with the IPO on First North Premier is entitled to compensation amounting to 50 000 SEK. Robin Ramm-Ericson who receives salaries from the company will receive no remuneration for board work or committee work.

    The following principles apply to all employees in the Group:

    At LeoVegas Mobile Gaming Group, remuneration decisions must always be approved by the manager’s superior.

    Remuneration is to be market-based and competitive, in order to be able to attract and retain competent employees.

    Nomination Committee

    According to the Code, companies whose shares are admitted to trading on a regulated market shall appoint a Nomination Committee.

    The Nomination Committee has the assignment of submitting proposals for the Chairman and other Board members, fees and other remuneration to the board members, election and remuneration of the auditor, and to evaluate the boards work. The Nomination Committee’s proposals are presented in the notice to attend the Annual General Meeting. LeoVegas Nomination Committee shall consist of four members, three of whom shall be representatives of the largest shareholders and the fourth shall be the Chairman.

    The Chairman elects the members of the Nomination Committee as soon as possible after the end of the third quarter by contacting the two largest shareholders. The shareholders then appoint one member of the committee. The members of the nomination committee are announced in a press release as soon as the members have been appointed, but not later than six months before the AGM.

    Nomination Committee

     

    Proposal for Nomination Committee please email ir@leovegas.com

    Advisors

    At the LeoVegas Annual General Meeting on May 26th, 2016 the authorized public accounting firm PricewaterhouseCoopers AB was re-elected as auditor until the Annual General Meeting 2016. The auditor in charge is the authorized accountant Alexander Lyckow. Alexander Lyckow is a member of FAR.

    Avanza Bank is LeoVegas Certified Adviser. Avanza Bank’s address is Box 1399, SE-111 93 Stockholm, Phone: 08-562 250 00, www.avanza.se

    Articles of association

    Articles of Association for LeoVegas AB (publ) Reg. no. 556830-4033
Adopted at the extra general meeting 4 February 2016

    § 1 Name of the company

    The name of the company is LeoVegas AB (publ)

    § 2 Registered office of the company

    The registered office of the company shall be in Stockholm.

    § 3 Objects of the company

    The company shall own and manage chattels and provide administrative services to the company group and carry out any other business incidental or related to the foregoing activities.

    § 4 Share capital

    The share capital shall be at least EUR 1,100,000 and no more than EUR 4,400,000.

    § 5 Number of shares

    The number of shares shall be at least 60,000,000 and no more than 240,000,000.

    § 6 Accounting currency

    The company’s accounting currency shall be Euro.

    § 7 Board of directors

    The board of directors shall consist of at least three and no more than ten directors.

    § 8 Auditors

    For the purposes of auditing and reviewing the company’s annual accounts and the financial statements and the administration report of the board of directors and the managing director one or two auditors with or without deputy auditor shall be appointed, or a registered audit firm.

    § 9 Notice to general meetings

    Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

    Notice of the annual general meeting and extraordinary general meeting where an amendment of the articles of association will be considered shall be given no earlier than six weeks and no later than four weeks prior to the general meeting. Notice of other extraordinary general meetings shall be issued no earlier than six and no later than three weeks before the general meeting.

    § 10 Participation at general meetings

    A shareholder that wishes to participate in a general meeting must notify the company, of its, and any assistants, intention to attend the meeting, no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than five week-days prior to the general meeting. Proxies does not have to give notice of the number of assistants. The number of assistants may not be more than two.

    § 11 Matters for the annual general meeting

    The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:

    1. Election of chairman of the meeting
    2. Preparation and approval of the voting list
    3. Election of one or two persons to certify the minutes
    4. Determination of whether the general meeting has been duly convened
    5. Approval of the agenda
    6. Presentation of the annual report and auditor’s report and, if any, the group annual report and the group auditor’s report
    7. Decision regarding: adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet, the profit or loss of the company in accordance with the adopted balance sheet, discharge from liability for the board of directors and the managing director
    8. Determining the fees for the board of directors and the auditor
    9. Election of board of directors and auditor
    10. Election of chairman of the board of directors
    11. Decision regarding adoption of principles for the nomination committee
    12. Decision on principles for the determination of remuneration to the management of the company
    13. Any other matter which have been referred to the general meeting according to the Companies Ac (2005:551)t or the articles of association.

    § 12 Central Securities Depository Clause

    The shares of the company shall be registered in a Central Securities Depositary Register in accordance to the Financial Accounts Act (1998:1479).

    § 13 Financial year

    The company’s financial year shall be 1/1-31/12.

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    Insiders stock share

    LeoVegas is a data- and analysis-driven company; therefore it is extremely important that employees have access to relevant information in order to get the maximum out of their work.

    With background to this, and be able to have an openness internally LeoVegas have decided to insider register the individuals below. They consist of employees throughout the Group and the Board of Directors. In addition, LeoVegas implemented an insider policy as well as specific logbook instructions. Everything to manage inside information properly while the business gets minimal impact.

    The total holding consists of the individual and closely related persons share holding. The total holding is summarized after the last transaction. The column recent change represents the latest transaction which the employee or closely related person have done. The information below includes the transactions made in connection with LeoVegas IPO on 17 March.

     

    Name Board of Directors Total shareholding Total warrants Last change Date for last change
    Robin Ramm-Ericson Chairman of the Board 6 845 560 60 000 – 1 375 000 17/3-2016
    Patrik Rosén (Trough Aggregate Media) Board member 3 574 720 – 6 000 000 17/3-2016
    Anna Frick Board member 20 000 +20 000 (Related parties) 17/3-2016
    Per Brilioth Board member 683 340 – 683 340 17/3-2016
    Barbara Canales Board member
    Mårten Forste Board member 380 000
    Name Group senior executives Total shareholding Total warrants * Last change Date for last change
    Gustaf Hagman Group CEO 8 000 000 60 000 -840 000 17/3-2016
    Viktor Fritzén Group CFO 628 549 30 000 +28 549 (related parties) 18/8-2016
    Philip Doftvik Head of Corporate Finance and Investor Relations 47 000 10 000 +6 000 11/8-2016
    John Strömberg Group CTO, CEO- Gears of Leo 262 400 17 500 -65 600 17/3-2016
    Johan Styren CEO – LeoVegas Gaming Ltd 1 236 000 17 500
    Marcus Nylén** Chief Operating Officer 382 200 7 500 +20 000 17/3-2016
    Louise Nylén** Chief Marketing Officer 382 200 17 500 +6 200 (related parties) 17/3-2016
    Rikard Ljungman Chief Commercial Officer 4 000 10 000 +4 000 17/3-2016

    *Each warrant carries entitlement to subscribe for four new shares.
    **Due to closely related partnership Marcus Nylen and Louise Nylén jointly controls their holding.

    Name Other position Total shareholding Last change Date for the last change
    Caroline Mårtensson
    Andreas Bardun
    Andreas Lindfalk 5 800
    Magnus Isfelt 1000 +1 000 17/3-2016
    Joakim Johansson 2 000
    Sebastian Stenerdal 4 000
    Ola Wallin
    Ellinor Kilegran 1 000 +1 000 17/3-2016
    Jakob Jäderbo 1 000 + 1 000 17/3-2016
    Tobias Carlsson 1 000 +1 000 17/3-2016
    Magnus Lindmark 251 000 -385 000 17/3-2016
    Mikael Abrahamsson 182 400 -45 600 17/3-2016
    Charlotta Shelbourg
    Marcello Ferri
    Charles Fritzén 10 600 +1 600 26/8-2016
    Jarl Modén 10 000
    Roderick Spiteri 3000 +3 000 17/3-2016
    Eric Holmberg 96 000
    Fredrik Johansson 34 800
    Regan Hobbs
    Peter Weinreich
    Philip Kellin 403 044 +3 000 16/9-2016
    Niklas Andersson 53 000 +6 200 17/3-2016
    Karolina Pelc 3 000 +3 000 17/3-2016
    Beverly Pace 868 +868 17/3-2016
    Daniel Blackmore
    Diemo Albilt
    Samuel Troilius 33 250 +1 750 24/8-2016
    Sebastian Delsinger 11 880 -9 720 17/3-2016
    Seppo Jokisalo
    Christian Karlsson 124 060 +1 500 16/9-2016
    Frida Svensson 1 750 +1 750 17/3-2016
    Matthew Bonnici 7 200 +7 200 17/3-2016
    Noel Zammit
    Hanna Finstad
    Shenaly Amin
    Stefan Schulte
    Sofia Ekholm
    Stefan Lind
    Tobias Svensen
    Laura Jukneviciute
    Mattias Bergehed
    Alexander Källestål
    Roderick Falzon 2 700 +2 700 17/3-2016
    Francesca Muscat
    Christopher Camilleri
    Raycine Portelli
    Lorena Sanchez
    Timothy Agius
    Ryan Coleiro
    Vicky Scanlon
    Alexander Lyckow PwC - Revisor
    Caroline Jonsson PwC
    Kajsa Elgmo PwC
    Nickie Excellie PwC
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