Notice of the 2014 Annual General Meeting of shareholders of Angler Gaming PLC
The shareholders of Angler Gaming PLC (the ‘Company’) are hereby invited to the Annual General Meeting of shareholders to be held on Thursday 19th June 2014 at 17:30 at Kom Hotel situated at Döbelnsgatan 17 Stockholm, Sweden). NOTICE OF ATTENDANCE Shareholders who wish to attend the Annual General Meeting (the ‘AGM’) must: I. Be entered in the register of shareholders held by Euroclear Sweden AB on the 12th June 2014; and II. Notify the Company of their intention to participate in the AGM by not later than by 16:00 on 16th June 2014. Notice of participation at the meeting shall be made in writing to the Company by sending an email to [email protected], provided that:
- if a shareholder appoints a proxy, then in addition to I. and II. above the shareholder is required to submit duly filled in and signed proxy form by (a) scanning and sending it to [email protected] and (b) sending a signed proxy by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta, which form must be received by not later than 16:00 on 16th June 2014,
- if a shareholder is a corporate entity, then in addition to I. and II above, the shareholder is required to submit a duly filled in and signed resolution or equivalent document evidencing the representative’s authority to represent the shareholder by (a) scanning and sending it to [email protected] and (b) sending a signed resolution by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta, which resolution must be received by not later than 16:00 on 16th June 2014. When giving notice of participation, the shareholder must state either (a) name, social security number or passport number, nationality or (b) company registration number, and (in each case of (a) and (b) address, telephone number and shareholding. Proxy forms and instructions for corporate shareholders are available on the Company’s website www.anglergaming.com/investor-relations. Shareholders or their authorized representatives or proxies must present their personal identification document for verification purposes to be allowed to attend and vote at the meeting. In order to participate in the AGM, shareholders who hold their shares through nominees (Sw. fövaltare) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB. Shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB by the 12th June 2014 and therefore shareholders who wish to obtain such registration must contact the nominee regarding this well in advance of the 12th June 2014.
1. Opening of the Meeting
2. Confirmation of Chairman of the Board of Directors acting as Chairman of the Meeting (in terms of Article 20 of the Company’s Articles of Association (AOA))
3. Approval of the agenda
4. Preparation and approval of the register of shareholders entitled to vote at the Meeting
5. Determination of whether the Meeting has been duly convened
6. Election of one or two person/s to check the minutes
7. Statement by the Chief Executive Officer, including the results of the Rights Issue.
8. Presentation of the Company’s Annual Report and Auditor’s Report, the Group Annual Report and the Group Auditor’s Report
9. Resolution to approve the Annual Report and Auditor’s Report, including the Income Statement and the Balance Sheet, of the Company and the Group
10. Formation of the Nomination Committee.
11. Determination of the number of members of the Board of Directors and election of members to the Board of Directors, Chairman of the Board of Directors and appointment of auditor
12. Determination of the fees to be paid to the members of the Board of Directors and auditor
13. Closing of the Meeting
PROPOSALS AND DRAFT SHAREHOLDERS RESOLUTIONS APPROVAL OF AUDITED ACCOUNTS (ITEM 9 OF AGENDA)
Explanatory note The Directors approved the Audited Accounts for financial year ending 31st December 2013, as presented to the shareholders. The Board of Directors did not recommend any dividend distribution. The Board of Directors recommends to the shareholders to approve the Audited Accounts as presented.
DRAFT ORDINARY RESOLUTION 1/2014:
The shareholders have resolved to approve the Audited Accounts for the Company and the Group for financial year ending 31st December 2013.
FORMATION OF THE NOMINATION COMMITTEE (ITEM 10 OF AGENDA)
Explanatory note The Directors resolved that, in line with good corporate governance practice, a Nomination Committee should be formed. The Nomination Committee will consider the composition of the board of directors and will propose, if deems necessary, changes to the composition of the board, both in terms of the number of directors and the persons acting as directors. The Nomination Committee will be formed by the representatives of the three largest shareholders. The first meeting of the Nomination Committee shall be called by the Chairman of the Board of Directors. The aim is to have the Nomination Committee presenting its proposal for the board of directors for the next AGM.
ELECTION OF THE MEMBERS TO THE BOARD, BOARD REMUNERATION, APPOINTMENT OF AUDITOR AND AUDITOR’S REMUNERATION (ITEMS 11-12 OF AGENDA) Explanatory note All current members of the Board nominate themselves for re-election. The proposed below draft resolution 2/2014 may be amended in view of and to give effect to Article 53.1 of AOA. It is proposed to allocate the amount not exceeding €125,000.00 per annum for board’s remuneration for the ordinary duties of directors. The current appointment of the auditor terminates at this AGM and the Company is required to appoint auditor for the financial year 2014. The board proposed remuneration for the auditor to be an amount not exceeding €25,000.00
DRAFT ORDINARY RESOLUTION 2/2014:
The shareholders have resolved to elect the current board members to serve for another year. The shareholders have resolved to allocate the amount not exceeding €125,000.00 per annum for board’s remuneration covering the ordinary duties of directors.
DRAFT ORDINARY RESOLUTION 3/2013:
The shareholders have resolved to appoint the Company auditor as proposed by the Board and to fix remuneration for the auditor an amount not exceeding €25,000.00. OTHER Documents and other information A copy of the Audited Accounts for financial year ending 31st December 2013, Quarterly report for quarter 1 2014, information about eh Rights Issue, Election Committee, the Company’s Articles of Association, proxy form and instructions to corporate shareholders are available at the Company’s address as set out above and on the Company’s website www.anglergaming.com/investor-relations. These documents will also be sent to those shareholders who so request and provide their postal address. Copies will also be available at the AGM. Number of shares and votes As of 29th May 2014 the total number of issued shares in the Company was 55,754,939 ordinary shares with one (1) vote per share. By the record date for this AGM, the number of issued shares in the Company will be 56,286,609 ordinary shares with one (1) vote per share, therefore representing a total of 56,286,609 votes. Malta, May 2014 Board of Directors