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Notice of Extra General Meeting in LeoVegas AB

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Notice of Extra General Meeting in LeoVegas ABReading Time: 7 minutes

 

The shareholders of LeoVegas AB (publ), reg. no. 556830-4033, are hereby convened to an extra general meeting to be held on Wednesday 28 August 2019, at 5.30 p.m. at Baker & McKenzie’s premises on Vasagatan 7 in Stockholm. The doors to the meeting will open at 5.00 p.m.

 

Right to attend the Extra General Meeting and notice 

Shareholders wishing to attend the Extra General Meeting must:

  • on the record date, which is on Thursday 22 August 2019, be registered in the share register maintained by Euroclear Sweden AB. 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, no later than on Thursday 22 August 2019, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting;
  • notify the participation at the extra general meeting no later than on Thursday 22 August 2019. Notice of participation at the extra general meeting may be given by regular mail to Baker & McKenzie Advokatbyrå KB, Att: Ian Gulam, Box 180, 101 23 Stockholm (please mark the envelope “LeoVegas EGM 2019”), or by e-mail to [email protected]. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document (“Registration Certificate“) shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the extra general meeting and a copy should well before the meeting be sent to the Company by regular mail to Baker & McKenzie Advokatbyrå KB, Att: Ian Gulam, Box 180, 101 23 Stockholm (please mark the envelope “LeoVegas EGM 2019”), or by e-mail to [email protected], and should, in order to facilitate the entrance to the extra general meeting, be at the Company’s disposal no later than on Thursday 22 August 2019. A form proxy will be available for downloading on the Company´s website www.leovegasgroup.com.

Proposed agenda:

1        Opening of the meeting and election of the chairman of the general meeting

2        Preparation and approval of voting list

3        Election of one or two person to certify the minutes

4        Determination of whether the general meeting has been duly convened

5        Approval of the agenda

6        Resolution regarding warrant program and issue of warrants 2019/2022

  1. Issue of warrants to the Subsidiary 2019/2022
  2. Approval of transfer of warrants
  3. Further information regarding the warrant program

7        Closing of the meeting

Proposals for resolutions: 

Item 1: Opening of the meeting and election of chairman of the general meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the Extra general meeting.

Item 6: Resolution regarding warrant programme through issuance of warrants 2019/2022
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants in accordance with below.

Background and purpose
The purpose of the proposal, as of previous incentive programs, is to establish conditions to recruit and maintain qualified personnel in the company group and increase the motivation of the participants. The board of directors finds that it is in all shareholders’ interest that current and future senior executives, other employees and other key persons have a long term interest in developing a high value of the Company’s share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company’s shareholders and the participant.

A. Issue of warrants 2019/2022
The Board of Directors proposes that the EGM resolves to issue of a maximum of 1,000,000 warrants, entailing an increase in the share capital upon full exercise by a maximum of EUR 12,000. The following terms shall apply to the issuance:

  1. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be given to the indirectly wholly owned subsidiary Gears of Leo AB, reg. no. 556939-6459 (the “Subsidiary”), with the right and obligation to transfer the warrants to employees within the group as per below.
  2. Oversubscription may not take place.
  3. The purpose for deviation from the shareholders’ preferential right is to implement an incentive programme whereby employees, through a personal investment, will participate and contribute in a positive development in the value of the Company’s shares during the period that the proposed programme covers, and to help the group to maintain and recruit qualified and engaged employees.
  4. The warrants shall be issued without any consideration.
  5. Subscription of the warrants shall take place not later than the day after the EGM.
  6. The board of directors has the right to extend the subscription period.
  7. Each warrant entitles to subscription of one new share in the Company. Subscription of new shares shall take place during the period commencing on 1 September 2022 up to and including 30 September 2022, or the earlier or later date as set out by the terms of the warrants in item 11 below.
  8. The subscription price per share shall correspond to 130 percent of the volume-weighted average price according to the Nasdaq OMX Stockholm official price list for the share for the 5-day trading period immediately prior to the EGM. The EGM is on 28 August 2019, which means that said period of 5 trading days immediately prior to the EGM will be 21 August 2019 up to and including 27 August 2019. However, the subscription price per share shall be at least SEK 50.
  9. The shares subscribed for by exercise of the warrants shall carry entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription is effected.
  10. Warrants held by the Subsidiary that are not transferred as per below or that are repurchased from participants shall be cancelled after a decision by the Company’s board of directors. Cancellation shall be reported to the Swedish Companies Registration Office for registration.
  11. Other terms are set out in Appendix 1A.

B: Approval of transfers of warrants
The board of directors proposes that the EGM resolves to approve that the Subsidiary transfers the warrants in accordance with the following terms.

The right to acquire warrants from the Subsidiary shall be given to a maximum of 50 persons from the group management, senior executives and key persons selected by the board of directors of the Company (the “Participants”).

The board of directors of the Company and the founders Gustaf Hagman and Robin Ramm-Ericson will not participate in the programme.

1. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. For cases where one or more Participant do not acquire their full allotment, the Subsidiary has the opportunity to offer other Participants to acquire the remaining warrants. Such right shall primarily be given to Participants in Category A, secondarily to Participants in Category B, and thirdly to Participants in Category C.


Category

Number of Participants

Number of warrants per Participant

Total number of warrants
Group Management (”Category A”) Maximum 10 40,000-100,000 400,000-1,000,000
Senior executives (”Category B”) Maximum 30 10 000–20 000 250 000–500 000
Other key persons (”Category C”) Maximum 30 5 000–10 000 125 000–250 000

2. The warrants shall be transferred on market terms at a price (premium) that is set based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model. The value has preliminarily been calculated at approximately EUR 0.40 per warrant based on a share price of EUR 3.51 and a subscription price of EUR 4.65.

3. In other respects, the warrants shall be subject to market terms including a right for the Company and the Subsidiary to repurchase warrants if a Participant’s employment with the Company ends.

4. Transfers to Participants require that the acquisition of warrants can be lawfully made and that this can be done with what the board of directors deems to be a reasonable administrative and economic effort.

5. Application to acquire warrants shall be made by 11 September 2019 at the latest. However, the Company’s board of directors shall have the right to extend the application period for acquisitions.

C: More detailed information about the warrant programme

  1. Dilution – Assuming full subscription and exercise of all warrants offered, 1,000,000 new shares can be issued, corresponding to dilution of approximately 1.0% of the total number of existing shares and votes in the Company, but with reservation for the recalculation of the number of shares that each warrant entitles to subscribe for that may take place as a result of certain issues, etc.
  2. Costs and effects on key figures, etc. – The Company’s earnings per share will not be affected by the issue, since the warrants’ strike price exceeds the current market value of the shares at the time of the issue. The Company’s future earnings per share may be affected by the potential dilutive effect of the warrants in the event the Company reports a positive result and the strike price is lower than the market value. The warrants will be transferred at market value, which means that no taxable benefit value will arise and thus no social fees for the Company. The warrant programme will give rise to certain, limited costs in the form of external consulting fees and administration of the warrant programme.
  3. Calculation of market value. – The independent valuation institute/accounting firm Deloitte AB is calculating the market value of the warrants using the Black & Scholes valuation model.
  4. Drafting and preparations for the warrant programme. – The warrant programme has been prepared by the board of directors and members of the group management and external advisors and in accordance with guidelines for remuneration to senior executives adopted by the AGM 2018 as well in accordance with guidelines from the remuneration committee, and in consultations with major shareholders. The board of directors has thereafter decided to submit this proposal to the EGM. Apart from the executives who have participated in the drafting of this matter as per instructions from the Board of Directors, no employee who may be included in the programme has participated in the drafting of the terms.
  5. Other share-based incentive programmes, etc. – For a description of the Company’s other share-based incentive programmes, please refer to the 2018 Annual Report and the Company’s website. No other share-based incentive programmes are in effect.
  6. Authorisations and decision-making rules. – The EGM assigns the board of directors to execute the decision according to point B above. The board of directors, or the party designated by the board of directors, is authorised to make such minor adjustments that are necessary for the decision’s registration with the Swedish Companies Registration Office and Euroclear Sweden AB. The EGM’s resolution on this point is valid only if approved by shareholders with at least nine-tenths (9/10) of the votes and shares represented at the EGM. The resolution on the transfer of the warrants shall also be approved by a general meeting of the Subsidiary.

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 no own shares. 

Further information
Complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Luntmakargatan 18 in Stockholm and at the Company’s website www.leovegasgroup.com, at least three (3) weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf. 

 


Source: Latest News on European Gaming Media Network
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Notice of Extra General Meeting in LeoVegas AB

George Miller (Gyorgy Molnar) started his career in content marketing and has started working as an Editor/Content Manager for our company in 2016. George has acquired many experiences when it comes to interviews and newsworthy content becoming Head of Content in 2017. He is responsible for the news being shared on multiple websites that are part of the European Gaming Media Network.

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Special attention has been paid to adaptive design across devices, an intuitive interface, and a suite of features that enhance the user experience and drive player retention. Fully licensed, the brand guarantees a high level of transaction security.

With Goldex Casino, partners gain a robust tool to scale traffic across top GEOs and secure long-term profitability. Join N1 Partners and achieve top-tier results together.

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The post Goldex Casino by N1 Partners: a new brand tailored for top GEOs appeared first on European Gaming Industry News.

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N1 Partners continues to strengthen its position in the iGaming market by expanding its portfolio with the launch of a new brand — Goldex Casino.

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Goldex Casino features a portfolio of over 5,000 games, while its unique Journey Map system transforms gameplay into a personalised adventure with rewards of up to €/$5,000 and 1,000 free spins. VIP players benefit from an exclusive program offering tailored bonuses, higher limits, dedicated account management, and a final prize — a Rolex Sky-Dweller or its cash equivalent of €20,000.

Special attention has been paid to adaptive design across devices, an intuitive interface, and a suite of features that enhance the user experience and drive player retention. Fully licensed, the brand guarantees a high level of transaction security.

With Goldex Casino, partners gain a robust tool to scale traffic across top GEOs and secure long-term profitability. Join N1 Partners and achieve top-tier results together.

On a related note, N1 Partners is currently running its large-scale N1 Puzzle Promo. All registered teams earn puzzle pieces for driving traffic to N1 brands, including Goldex Casino, with the most active participants competing for luxury prizes. The ultimate reward – a private Robinson helicopter, awarded to the winning team at the end of the promo. The campaign runs until the end of the year.

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From his early days in digital marketing to leading one of the most dynamic affiliate networks in iGaming, Martins Lasmanis brings nearly two decades of hands-on experience and strategic insight to the table. In this edition of Community Voices, Martins reflects on the evolution of the industry, the bold moves that shaped Media 24’s growth, and how the company is embracing AI and a product-first mindset to stay ahead. Dive into his story of resilience, speed, and smart risk-taking — and what it takes to build a future-ready affiliate powerhouse.

 

Can you tell us about your journey into the iGaming industry, how your role and experiences have grown over the years, and what key lessons you’ve learned along the way?

I started in digital marketing about 18 years ago, focusing on SEO. I remember spending my first two weeks just reading everything I could find online. A lot of it turned out to be useless, but it gave me the basics. From there, I worked at a few companies, launched and sold my own digital marketing agency, and later became a freelancer.

In 2016, an affiliate marketer reached out to me through a mutual connection who recommended me based on previous work. I joined his company in 2017 as an employee. That move felt like a risk, but I saw potential.

I spent about four and a half years there. Over time, I started to see big opportunities in markets the company wasn’t willing to explore. Eventually, I decided to leave, sold my shares, and took a break. In May 2022, I joined Media 24.

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After 8+ years in iGaming, what are the biggest changes you’ve seen in the industry, and how has Media 24 kept up with them? What key things have helped Media 24 stay strong?

Even though the industry never stops evolving, the fundamentals of affiliate marketing haven’t changed much. What has changed is the pace of Google updates. They are a constant source of stress for many SEO-focused affiliates. They now come one after another and sometimes have a big impact.

And now when AI begins to reshape how people search, affiliates will need to rethink how they attract organic traffic. In some cases, we’ve already seen that AI-driven results take away up to 30% of traffic from organic searches. Its growing impact means we should prepare for fundamental changes coming ahead.

What’s helped us most is staying extremely focused. We ran at a loss for almost two years after starting the company. It is often the reality when you are starting a SEO based business. It was incredibly stressful, we nearly ran out of money for salaries at one point. But we kept going with one plan — to make it work.

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In a competitive industry like iGaming, looking back, can you think of an idea or plan that felt very risky at first but ended up being a big success for Media 24? What did you learn from that?

One of the riskier moves was our “plant seeds everywhere” strategy. We decided early on to enter almost every market where sports betting was popular. Around 90 GEOs in total. In some cases, the numbers said we shouldn’t bother doing that. But we trusted our instinct.

In that way we were able to quickly identify promising markets, then double down where the data started to make sense. It taught us that data is crucial, but so is intuition. Especially in an industry where emerging markets can surprise you.

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Does Media 24 use new technologies like AI? If so, how does using these technologies help the company get stronger or better at what it does?

Definitely. AI-powered tools have already helped us a lot. For example, we noticed a content formatting task that took our managers hours every day. It was repetitive and added up to dozens of lost hours weekly. So, we built an AI-powered algorithm to automate it. Now it takes just minutes, saving our team days and weeks of work each year.

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Focus on building something future-proof. That means strong partnerships, transparency, and a long-term mindset. In affiliate marketing, a lot of your success depends on trust. Both with users and with operators.

Also, don’t wait for everything to be perfect before launching. Start fast, learn fast, and improve as you go. The ability to move quickly is still one of the biggest advantages you can have in this space.

 

What are the main future plans for Media 24, and what kind of impact do you hope the company will have on the iGaming world in the years to come?

Our focus is on becoming a product-driven company. We’re seeing a shift in the industry, many affiliates are building tools and user experiences that go far beyond what was considered enough a few years ago. That’s the direction we’re heading as well.

The new generation of players wants better experiences. We hope Media 24 can play a leading role in creating what the future of affiliate marketing looks like. Agile, technological, and always focused on the user.

The post HIPTHER Community Voices: Interview with CEO of Media 24 Martins Lasmanis appeared first on European Gaming Industry News.

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