At the request of the shareholder MGM Casino Next Lion, LLC (“MGM”), which after completion of the public takeover offer to the shareholders of LeoVegas AB (publ), reg. no. 556830-4033, (the “Company”) holds approximately 96 percent of the outstanding shares in LeoVegas, the shareholders of LeoVegas are convened to an Extraordinary General Meeting on Tuesday 27 September 2022.
RIGHT TO ATTEND THE EXTRAORDINARY GENERAL MEETING AND NOTICE
Shareholders wishing to attend the Extraordinary General Meeting must:
i. be registered in the shareholders’ register maintained by Euroclear Sweden AB concerning the circumstances on Monday 19 September 2022, and
ii. notify the participation at the Extraordinary General Meeting no later than on Monday 26 September 2022 by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by the Company no later than on Monday 26 September 2022.
NOMINEE REGISTERED SHARES
In order to be entitled to participate in the meeting, shareholders whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must therefore, no later than on Monday 19 September 2022, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting rights registrations effected no later than the second banking day after 19 September 2022 will be considered in the presentation of the share register.
Shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance through so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on LeoVegas’ website, www.leovegasgroup.com/en/corporate-governance/. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.
The completed voting form must be at the Company’s disposal no later than on Monday 26 September 2022. The completed and signed form shall be sent by regular mail to LeoVegas AB (publ) “Extraordinary General Meeting”, Att. Philip Doftvik, Luntmakargatan 18, 111 37 Stockholm, or by e-mail to email@example.com.
If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Proxy forms are available on the Company’s website, www.leovegasgroup.com/en/corporate-governance/. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed together with the form. The shareholder may not provide special instructions or conditions on the voting form. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.
1 Election of Chairman of the general meeting
2 Preparation and approval of voting list
3 Election of one person to verify the minutes
4 Determination of whether the general meeting has been duly convened
5 Approval of the agenda
6 Determination of the number of members of the Board of Directors
7 Determination of renumeration to the Board of Directors
8 Election of the Board of Directors and Chairman of the Board of Directors
PROPOSALS FOR RESOLUTIONS:
ITEM 1: ELECTION OF CHAIRMAN OF THE GENERAL MEETING
The Board of Directors proposes that the Extraordinary General Meeting resolves that Anna Green Jensen from Cederquist law firm, or the person appointed by the Board of Directors in her absence, be appointed Chairman of the Extraordinary General Meeting.
ITEM 2: PREPARATION AND APPROVAL OF VOTING LIST
The voting list which is proposed to be approved under item 2 of the agenda is the voting list drawn up by the Company, which is based on the share register on the record date of the general meeting and the advance votes received, and as verified by the person elected to verify the minutes.
ITEM 3: ELECTION OF ONE PERSON TO VERIFY THE MINUTES
The Board of Directors proposes that Linnéa Sellström from Vinge law firm, or, if she is unable to attend the meeting, the person appointed by the Board of Directors in her absence, as the person to verify the minutes. The person verifying the minutes shall also control the voting list and that received advance votes are correctly reflected in the minutes.
ITEM 6: DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS
MGM proposes that the Extraordinary General Meeting resolves that the Board of Directors shall consist of three members.
ITEM 7: DETERMINATION OF RENUMERATION TO THE BOARD OF DIRECTORS
MGM proposes that the Extraordinary General Meeting resolves that no renumeration shall be paid to the Board of Directors.
ITEM 8: ELECTION OF BOARD OF DIRECTORS AND CHAIRMAN OF THE BOARD OF DIRECTORS
MGM proposes that the Extraordinary General Meeting resolves that Gary Fritz (born 1973, Head of Gaming IAC, member of the boards of BetMGM, LLC and Darkstore, LLC), William Hornbuckle, (born 1957, CEO MGM Resorts International, member of the boards of GBank Financial Holdings Inc., Three Square and Fulfillment Fund) and Gustaf Hagman (born 1974, CEO LeoVegas AB (publ) shall be elected as members of the Board of Directors for the period until the end of the next Annual General Meeting. Gary Fritz is proposed as Chairman of the Board of Directors.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 101,652,970 shares, with a corresponding number of votes. The Company holds 4,000,000 own shares.
The notice and the proxy form are available at the Company’s offices at Luntmakargatan 18 in Stockholm and on the Company’s website, www.leovegasgroup.com/en/corporate-governance/ no later than three (3) weeks prior to the Extraordinary General Meeting and will be sent to those shareholders who request it and provide their e-mail or postal address.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, at the Extraordinary General Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 17 September 2022 to LeoVegas AB (publ), Att. Philip Doftvik, Luntmakargatan 18, 111 37 Stockholm or by e-mail to firstname.lastname@example.org. The information will be made available at the Company’s website, www.leovegasgroup.com/en/corporate-governance/ and at the head office no later than on 22 September 2022. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
For information on how personal data is processed in relation to the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in September 2022
LeoVegas AB (publ)
The Board of Directors