The annual general meeting 2022 ("AGM") of LeoVegas AB (publ) ("LeoVegas" or the "Company") was held today on 19 May 2022 in Stockholm and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in LeoVegas and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The board of directors resolved, prior to the AGM, to withdraw the proposal for dividends to the shareholders.
The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2021.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board shall consist of seven directors. It was further resolved that the number of auditors shall be one registered accounting firm.
It was resolved that the remuneration shall be not more than SEK 3,000,000 in total, including remuneration for committee work (SEK 3,000,000 previous year), and be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 325,000 for each of the non-employed directors and SEK 650,000 to the chairman provided that the chair is not an employee;
- SEK 50,000 for each of the non-employed members of the remuneration committee and SEK 100,000 to the chairman of the committee who is not also an employee; and
- SEK 50,000 for each of the non-employed members of the audit committee and SEK 100,000 to the chairman of the committee who is not also an employee.
The auditor shall be entitled to a fee in accordance with approved invoice.
It was resolved, in accordance with the nomination committee's proposal, to re-elect Per Norman, Anna Frick, Mathias Hallberg, Carl Larsson, Fredrik Rüden, Torsten Söderberg and Hélène Westholm as directors. Per Norman was re-elected as chairman of the board.
It was further resolved to re-elect the registered audit firm PricewaterhouseCoopers AB as the Company's auditor for a period up until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced its appointment of Niklas Renström as main responsible auditor.
More information about the re-elected directors can be found on the Company's website, www.leovegasgroup.com, and in the annual report for 2021.
Principles for the nomination committee
It was resolved to adopt principles for the appointment of a nomination committee in accordance with the nomination committee's proposal.
Guidelines for remuneration to the senior executives
The AGM resolved, in accordance with the board of directors proposal, to adopt guidelines for remuneration to senior executives.
Incentive program
The board of directors resolved, prior to the AGM, to withdraw the proposal for an incentive program.
Authorization for the board of directors to resolve on repurchase and transfer of own shares
The AGM resolved, in accordance with the board of directors proposal, to authorise the board of directors to decide on purchases of the Company's own shares in accordance with the following main terms:
Share repurchases may be made only on Nasdaq Stockholm or any other regulated market. The authorisation may be exercised on one or more occasions before the 2023 Annual General Meeting. The maximum number of own shares that may be repurchased so that the Company's holding of shares at any given time does not exceed 10 percent of the total number of shares in the company. Repurchases of the Company's own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. Payment for the shares shall be made in cash.
In addition, it was resolved to authorise the Board of Directors to decide on transfers of own shares, with or without deviation from the shareholders’ preferential rights, in accordance with the following main terms:
Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with acquisitions of companies, operations or assets. The authorisation may be exercised on one or more occasions before the 2023 Annual General Meeting. The maximum number of shares that may be transferred corresponds to the number of shares held by the Company at the point in time of the board of directors' decision on the transfer. Transfers of shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms, except for delivery of shares in connection with employee stock option programs. Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the company.
The purpose of the authorisations is to give the board of directors greater scope to act and the opportunity to adapt and improve the Company's capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities. The authorization may also be used in order to enable delivery of shares in connection with employee stock option programs.
Authorization for the board of directors to resolve on share issuances
The AGM resolved, in accordance with the board of directors proposal, to authorize the board of directors, on one or more occasions, during the time up until the next annual general meeting, to decide to increase the Company's share capital through a new issue of shares to such extent that it corresponds to a dilution of a maximum of 10 percent of the number of shares outstanding at the time of the annual general meeting. A new issue of shares may be carried out with or without deviation from the shareholders' preferential rights. Shares issued with deviation from the shareholders' preferential rights shall be issued at market terms. The board of directors shall have the right to decide on other terms for the issue. Payment may be made against cash payment, in-kind payment or through set-off against claims with the Company.
The purpose of the authorisation is to give the board of directors greater scope to act and the opportunity to adapt and improve the company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.
Remuneration report
The AGM resolved to approve the remuneration report.
For further details regarding the resolutions set out above, refer to the complete proposal in the notice, press releases and the annual report and the nomination committee's proposals available at the Company's website, www.leovegasgroup.com.