BETSSON PROPOSES SHARE DIVIDEND OF 0.50 SEK, CALL FOR ANNUAL GENERAL MEETING
During the first months of 2007 the operating profit has developed very well. Thus the board of Betsson AB
will change the proposal of no share dividend, communicated in the full year report 2006, to proposing the
annual general meeting to decide of a dividend of 0.50 SEK per share.
INVITATION TO ATTEND THE ANNUAL GENERAL MEETING OF BETSSON AB (PUBL)
Betsson AB (publ) will hold its Annual General Meeting of Shareholders at 3 p.m. on Tuesday 22 May 2007
in Konferens Spårvägshallarna, Birger Jarlsgatan 57A, Stockholm, Sweden.
Registration
Shareholders wishing to participate in the Annual General Meeting must:
be recorded in the register of shareholders held by VPC AB (the Swedish Securities Register Center) no later
than Tuesday 15 May 2007,
send written notification to the Company of their intention to attend the AGM no later than Friday 18 May 2007
to Betsson AB, Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden. Notification may also be made by
telephone +46 8-506 403 00, fax +46 8-735 57 44 or email: [email protected].
When notifying the Company,shareholders should provide the following information: name, personal ID (social security no.)/company
registration number, address, telephone number, shareholding and the number of proxies (no more than two).
Shareholders who are represented by proxy should include a power of attorney when notifying the Company of
their intention to attend the AGM.
Shareholders whose shares are held in the name of a trustee must temporarily re-register their shares in their own
names with the Swedish Securities Register Centre (VPC). Such re-registration must be effected with VPC not later
than Tuesday 15 May 2007. This means that shareholders must notify their trustees of their wishes in ample time.
Proposal for the agenda
1. Opening of the Meeting
2. Election of a chairman for the meeting
3. Creation and approval of the register of voters
4. Approval of the agenda
5. Election of members to check the minutes
6. Examination of whether the Meeting has been properly convened
7. Presentation of the Annual Report and the auditors report and the consolidated financial statements and
the consolidated auditors report
8. CEOs statement
9. Resolution on adoption of the income statement and the balance sheet for the Parent Company and the
consolidated income statement and the consolidated balance sheet
10. Resolution on the disposition of the Companys profits as shown in the balance sheet adopted by the
Meeting
11. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
12. Adoption of the number of Board members and deputy Board members elected by the AGM
13. Adoption of the fees to be paid to the Board of Directors and to the auditors
14. Election of Board members
15. Establishment of a Nomination Committee
16. Resolution on guidelines for the adoption of salary and other remuneration for the CEO and other persons
in the Company's management
17. Mandate for the Board to decide on acquisition and transfer of the Companys own shares
18. Mandate for the Board to decide on new share issues
19. Closing of the Meeting
Proposed resolutions
Election of chairman of the AGM (item 2)
The Nomination Committee, comprising Rolf Blom, chairman of the Nomination Committee, Gabriel Catrina and
John Wattin, proposes that Jörgen S. Axelsson (lawyer) shall be elected Chairman of the AGM.
Dividends (item 10)
The Board of Directors proposes a dividend of SEK 0.50 per share. The proposed record date is Friday 25 May
2007. Subject to the AGMs approval of the Boards proposal, it is expected that VPC AB will remit dividends on
Wednesday 30 May 2007.
Election of the Board etc. (items 12-14)
The Nomination Committee proposes that the Board shall consist of six members without deputies for the period
extending to the close of the next Annual General Meeting. The Nomination Committee proposes the re-election of
Per Hamberg, Emil Sunvisson, Patrick Svensk, Kicki Wallje-Lund and John Wattin and the election of Rolf Blom as
Board members. Board member Anna-Carin Månsson has declined re-election. The Committee proposes the reelection
of John Wattin as Chairman of the Board. The proposed remuneration for the Board is SEK 1,050,000, of
which the Chairman will receive SEK 300,000 and the other members elected by the AGM SEK 150,000 each. It is
proposed that auditors fees be paid according to approved invoices.
Establishment of a Nomination Committee (item 15)
The Nomination Committee proposes that the Meeting approves the following procedure for preparation of the
election of the Board of Directors. A Nomination Committee shall perform the work of preparing a proposal for the
Directors of the Board and auditor (where an auditor is to be elected) and their remuneration, as well as a proposal
for the Chairman of the Annual General Meeting of 2008. The Chairman of the Board shall be a member of the
Nomination Committee and will also act as its convenor. The Nomination Committee, which will consist of at least
three members representing major shareholders in the Company, will be formed in September 2007 in consultation
with the major shareholders in the Company at that time. The Nomination Committee is elected for a term of office
of one year. The majority of the members of the Committee may not be members of the Board of Directors nor be
employed by the Company. If a member of the Committee resigns before the work is concluded, a replacement
member is to be appointed in the corresponding manner. The members of the Committee appoint the Chairman
among themselves. The composition of the Committee will be communicated in the Companys interim report for
the third quarter of 2007
''Resolution on guidelines for the adoption of salary and other remuneration for the CEO and other persons in the
Company's management (item 16)''.
The Board proposes that the Meeting adopts the following guidelines for remuneration of senior executives. Senior
executives as used herein refers to the CEO and CFO in the Parent Company and the CEO, vice CEO and other
members of the management group in Betsson Online.
The Company shall provide competitive, market-based compensation that enables it to attract and retain qualified
senior executives. The remuneration packages consist of basic salary, variable compensation (where applicable),
pension and other benefits such as a company car (in some cases).
Variable compensation, where offered to senior executives, shall be based on the attainment of pre-established
earnings-related targets for the Company and the attainment of individually set goals and in recognition of the
executives personal development. Variable compensation shall not exceed 100 per cent of basic salary.
The normal age for retirement is 65 years. Senior executives shall receive pension benefits on market-based terms
through defined contribution arrangements. The maximum premium is 35 per cent of annual salary, including
bonuses.
Normally, the Company may terminate an executives employment by giving six to twelve months' notice and an
executive may terminate employment by giving the Company six months notice. In the event of notice from the
Companys side, severance pay amounting to a maximum of twelve monthly salary payments may be payable.
Exceptions to these guidelines are made as the Board deems appropriate.
Mandate for the board to decide on acquisition and transfer of the Companys own shares (item 17)
The Board of Directors proposes that the Annual General Meeting shall pass a resolution authorising the Board of
Directors to decide, on one or more occasions prior to the next Annual General Meeting, on the acquisition of a
maximum of 10 percent of the total number of shares in the Company. Purchases of shares may only be made
through transactions on the Stockholm Stock Exchange at a price within the price range registered at the time, i.e.
the range between the highest bid price and the lowest ask price, or through a purchase offer to all shareholders,
whereby the purchase shall be made at a price equivalent to the lowest quoted share price at the time and a
maximum of 150 percent of the current quoted share price.
The Meeting also proposes that the Board of Directors be authorised to pass a resolution on the sale of the
Companys own shares, as payment upon the acquisition of companies or businesses, at a price equivalent to the
quoted share price at the time of transfer. It shall also be possible to sell shares to finance such acquisitions and, in
such cases, shares shall be sold on the Stockholm Stock Exchange at a price within the share price range
registered at the time.
The objectives of this mandate are to give the Board of Directors greater scope to act when working with the
Companys capital structure and to give the Company greater flexibility in the distribution of capital to its
shareholders.
In order to be valid, the Meetings decision to grant the Board of Directors the authority to decide on the purchase
and sale of the Companys own shares must be supported by the shareholders with at least two-thirds of the votes
and two-thirds of the shares represented at the AGM.
Mandate for the board to decide on new share issues (item 18)
The Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide,
on one or more occasions prior to the next Annual General Meeting and with or without preferential rights for
shareholders, on new share issues totalling a maximum of 4,000,000 class B shares, for a cash payment, and/or a
determination of subscription in kind or other offset, or any other conditions. If the authorisation is fully utilised, this
corresponds to a dilution of 10.1 percent of share capital and 4.4 percent of votes.
The reason for allowing new shares to be issued while deviating from shareholders preferential rights is to
facilitate time-efficient financing in conjunction with corporate acquisitions. In the event that new shares are issued
without preferential rights for shareholders, the issue price must be established on market terms.
In order to be valid, the Meetings decision to mandate the Board of Directors to decide on the issue of new shares
must be supported by the shareholders with at least two-thirds of the votes and two-thirds of the shares
represented at the AGM.
Other
The Boards statement on the proposed payment of dividends and the mandate for the Board of Directors to
purchase the Companys own shares will be available from the Companys offices from 8 May 2007 and will also be
published on the Companys website. Copies of this statement will be sent to shareholders upon request when they
provide their postal address.
Stockholm, April 2007
Board of Directors
For additional information contact:
Pontus Lindwall, CEO and Director Betsson AB (publ), phone: +46 8-556 967 10 or +46 708-27 51 55,
[email protected]