LeoVegas AB Annual General Meeting Announcement (publ)

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Adoption of the income statement and balance sheet
The General Meeting decided to adopt the income statement and the balance sheet LionVegas and the consolidated income statement and consolidated balance sheet.

Appropriation of profit
The board of directors decided, before the general meeting, to withdraw the proposal for dividends to shareholders.

The AGM decided not to pay any dividends to shareholders and to carry forward the previously accrued profits, including the share premium account and the result of the financial year.

Discharge of responibility
The board of directors and the CEO have been relieved of their responsibility for the 2021 financial year.

Election of the Board of Directors, Auditor and Remuneration
The AGM decided, in accordance with the nomination committee’s proposal, that the board will consist of seven directors. It was further decided that the number of auditors will be a registered accounting firm.

It has been decided that the remuneration will not exceed SEK 3,000,000 in total, including compensation for committee work (SEK 3,000,000 the previous year), and be paid to the Board of Directors and to the members of the committees constituted according to the following amounts:

  • SEK 325,000 for each of the non-employee directors and SEK 650,000 to the President provided that the President is not an employee;
  • SEK 50,000 for each of the non-employee members of the compensation 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-employee members of the audit committee and SEK 100,000 to the chair of the committee who is not also an employee.

The auditor is entitled to remuneration in accordance with the approved invoice.

It is resolved, in accordance with the proposal of the nominating committee, to re-elect Per Norman, Anna Frick, Mathias Hallberg, Carl LarssonFredrik Rüden, Torsten Söderberg and Helen Westholm as directors. Per Norman was re-elected Chairman of the Board.

It was further resolved to re-elect the registered audit firm PricewaterhouseCoopers AB auditor of the Company for a period running until the end of the next annual general meeting. PricewaterhouseCoopers AB announced his appointment as Niklas Renström as lead auditor.

Further information on the re-elected directors is available on the Company’s website, www.leovegasgroup.com, and in the 2021 annual report.

Nominating Committee Principles
It is resolved to adopt principles for the appointment of a nominating committee in accordance with the proposal of the nominating committee.

Guidelines for Executive Compensation
The AGM decided, in accordance with the proposal of the Board of Directors, to adopt guidelines for the remuneration of senior executives.

Incentive program
The Board of Directors resolved, prior to the AGM, to withdraw the proposal for an incentive program.

Authorization to be given to the Board of Directors to decide on the buyback and transfer of own shares
The General Meeting decided, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on purchases of the Company’s own shares according to the following main terms:

Share redemptions can only be made on Nasdaq Stockholm or any other regulated market. The authorization may be exercised on one or more occasions before the 2023 General Meeting. total company shares. Buybacks of the Company’s own shares on Nasdaq Stockholm can only be made at a price between the highest purchase price and the lowest sale price at any given time. Payment for the shares will be made in cash.

In addition, it was decided to authorize the Board of Directors to decide on the sale of treasury shares, with or without derogation from the preferential right of shareholders, according to the following main terms:

Transfers may be made on (i) Nasdaq Stockholm or (ii) outside Nasdaq Stockholm in connection with corporate acquisitions, transactions or assets. The authorization may be exercised on one or more occasions before the General Meeting of 2023. The maximum number of shares that can be transferred corresponds to the number of shares held by the Company at the time of the decision of the Board of Directors to transfer . Transfers of shares on Nasdaq Stockholm can only be made at a price between the highest buy price and the lowest sell price at any given time. For transfers outside of Nasdaq Stockholm, the price will be set such that the transfer is made on market terms, except for the delivery of shares under stock option programs for employees. Payment for transferred shares may be made in cash, in kind or by offsetting against claims on the company.

The purpose of these authorizations is to give the Board of Directors greater latitude for action and the possibility of adapting and improving the Company’s capital structure and thus creating more value for the shareholder, and seize any interesting acquisition opportunities. The authorization may also be used to allow the delivery of shares under stock option programs for employees.

Authorization to be given to the Board of Directors to decide on the issue of shares
The General Meeting has decided, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors, on one or more occasions, until the next annual general meeting, to decide to increase the share capital by the Company by new issue of shares insofar as this corresponds to a dilution of a maximum of 10% of the number of shares in circulation at the time of the annual general meeting. A new issue of shares may be carried out with or without waiver of shareholders’ preferential rights. Shares issued with derogation from the preferential right of shareholders will be issued under market conditions. The Board of Directors has the option of deciding on other terms of issue. Payment may be made against payment in cash, payment in kind or by offsetting against claims against the Company.

The purpose of the authorization is to give the board of directors greater freedom of action and the possibility of adapting and improving the capital structure of the company and thus of creating more value for the shareholder, and to seize any interesting acquisition opportunities.

Remuneration report
The General Meeting decided to approve the remuneration report.

For more details on the resolutions described above, refer to the full proposal in the notice, press releases and annual report and proposals of the Nominations Committee available on the Company’s website, www.leovegasgroup .com.

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