Notice of the 2020 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 11th June 2020 at 13:00 CEST at Level 5 Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX 1120, Malta.
NOTICE OF ATTENDANCE
Shareholders who wish to attend and/or vote at the Annual General Meeting (the ‘AGM’) must:
I. be entered in the register of shareholders maintained by Euroclear Sweden AB on 4th June 2020 (the record date); and
II. notify the Company of their intention to participate at the AGM no later than by 15:00 CEST on 9th June 2020.
Notice of participation at the meeting shall be made in writing to the Company by sending an email to [email protected]. When providing a notice of participation, the shareholders must state their full name, personal identification number (social security number or passport number) or company registration number, nationality or country of incorporation, address, telephone number and number of shares held.
Shareholders, their authorized representatives or proxies (as may be applicable) attending the AGM in person must present their personal identification document to be allowed to attend and vote at the meeting.
APPOINTING A PROXY AND PROXY FORMS
Shareholders entitled to attend and vote at the AGM are entitled to appoint a proxy to attend and vote on their behalf and may provide voting instruction to their proxy. Shareholders wishing to appoint a proxy must, in addition to being entered into the register of shareholders and notifying the Company as outlined in the previous section, submit a duly filled in and signed proxy form by: (a) scanning and sending the filled-in and signed proxy form to [email protected]; and (b) sending a signed proxy form by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta. Proxy forms must be received by the Company not later than by 15:00 CEST on 9th June 2020. A proxy does not need to be a shareholder of the Company. Shareholders may appoint the chairperson of the AGM as their proxy and provide voting instructions to the chairperson. The proxy forms are available on the Company’s website (https://www.anglergaming.com/general-meetings-3/).
Shareholders who are corporate entities must, in addition to being entered into the register of shareholders and notifying the Company as outlined in this notice, submit a duly signed board resolution, power of attorney or similar document evidencing the representative’s authority to represent the shareholder and/or sign the proxy form by (a) scanning and sending the relevant document to [email protected]m; and (b) by post to the Company at Office 1, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta. Such document evidencing the signatory right of the officer signing the proxy form or attending the AGM (as may be applicable), must be received by the Company in good time, an in any event no later than by 13:00 on 4th June 2019.
SHAREHOLDERS WITH NOMINEE-REGISTERED SHARES
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 to participate at the AGM. As such temporary registration must be completed by 4th June 2020 (the record date), the shareholders with nominee-registered shares should request their bank, broker or other nominee to have the shares temporarily owner-registered with Euroclear Sweden AB well in advance of the record date. This procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.
IMPORTANT INFORMATION IN RELATION TO COVID-19
Having considered the travel restrictions and governments’ and public health authorities’ recommendations and instructions regarding holding public gatherings, the Board has decided hold the AGM in Malta, instead of Sweden as was done in the previous years. In present circumstances, the Board is of the view that physical presence at the AGM involves unnecessary health risks for shareholders and is contrary to the guidelines of the government and health authorities to combat the pandemic. The Board therefore suggests to the shareholders to consider casting their votes in respect of the resolutions proposed to the AGM by voting via proxy, without attending the AGM in person. Shareholders are encouraged to use their right to appoint the chairperson of the AGM as their proxy to attend the meeting and vote on their behalf. Proxy form and voting instructions may be found on the Company’s website (https://www.anglergaming.com/general-meetings-3/). The results of the voting on the resolutions will be published on the Company’s website as soon as practically possible after the AGM.
Given the large shareholder base of the Company in Sweden and internationally, the Company will endeavour to livestream the upcoming AGM and allow shareholders to follow the business of the AGM remotely from their location of choice, although this will not constitute formal attendance at the meeting. If the AGM is livestreamed, further details will be announced and made available on the Company’s website in due course. The Company welcomes questions by shareholders related to the business of the AGM, which can be submitted at [email protected] before 9th June 2020. The Board will endeavour to answer these questions during the meeting.
The articles of association of the Company presently do not allow “hybrid” general meetings, whereby shareholders may formally participate electronically in the AGM in conjunction with a physical meeting. Presently, shareholders must be present in person or by proxy to be able to vote and to be counted in quorum at the general meetings. To ensure greater flexibility for the future AGMs, the Board has proposed to the shareholders to amend the articles of association of the Company (see agenda item 14) at the AGM, to allow the Company to hold “hybrid” general meetings in the future.
With respect to the upcoming AGM, the Company will strive to hold a swift and effective meeting to minimize the health risks for the participants. As part of this, external guests are not being invited to the AGM, there will be no social gatherings surrounding the meeting and no food will be served before or during the meeting. Shareholders who are sick or vulnerable should not participate in person at the AGM but can vote via proxy.
As the situation with Covid-19 evolves, the Board continues to closely monitor the developments and will announce any changes to the AGM as soon as practicably possible through the Company’s website, if further disruptions to the meeting become unavoidable. Shareholders are therefore advised to regularly check the Company’s website for further updates in relation to the AGM and to carefully consider public health authorities’ and governments’ advice at the time of the meeting.
- Opening of the annual general meeting
- Confirmation of a chairperson of the annual general meeting
- Preparation and approval of the register of shareholders entitled to vote at the annual general meeting (voting list)
- Determination of whether the annual general meeting has been duly convened
- Approval of the agenda
- Election of one or two person(s) to check the minutes
- Statement by the Chief Executive Officer
- Presentation of the Company’s Annual Report and Auditor’s Report, the Group Annual Report and the Group Auditor’s Report
- Resolution to approve the Annual Report and Auditor’s Report of the Company and the Group, including the Income Statement and the Balance Sheet
- Resolution to approve distribution of dividends by the Company to the shareholders in accordance with the approved Balance Sheet
- 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
- Determination of the fees to be paid to the members of the Board of Directors and the auditor
- Resolution regarding adoption of principles for the Nomination Committee
- Amendment of the Company’s Articles of Association to permit the Company to hold “hybrid” general meetings (Extraordinary Resolution)
- Closing of the Meeting
PROPOSALS AND DRAFT SHAREHOLDERS RESOLUTIONS
Election of a Chairperson of the Annual General Meeting (Agenda item 2)
It is proposed that James Scicluna, chairman of the Board of Directors, is appointed as chairman of the annual general meeting.
Approval of Audited Accounts (Agenda item 9)
The Board approved the Audited Accounts for financial year ending 31st December 2019 and recommends to the shareholders to approve the Audited Accounts as presented.
Draft Ordinary Resolution 1/2020:
The shareholders have resolved to approve the Audited Accounts of the Company and the Group for financial year ending 31st December 2019.
Approval of Distribution of Dividends (Agenda item 10)
The Board proposes, in accordance with the Audited Accounts for financial year ending 31st December 2019 and in accordance with the recommendation as set forth in the Annual Report, the payment of a final ordinary dividends of approximately EUR 5,248,950 gross, corresponding to EUR 0.07 per share, to the shareholders of the Company for the financial year ending 31st December 2019, with the record date for the entitlement to the dividend being 15th June 2020. Angler Gaming Plc will not compensate for currency exchange costs.
Draft Ordinary Resolution 2/2020:
The shareholders have resolved to approve the payment of a final ordinary dividend of approximately EUR 5,248,950 gross, corresponding to EUR 0.07 per share, for the financial year ending 31st December 2019. The record date for the entitlement to the dividend is 15th June 2020. Dividend will be paid without compensation for the currency exchange costs.
Election of the Members of the Board, Board Remuneration, Appointment of Auditor and Auditor’s Remuneration (Agenda item 11-12)
All members of the Board will resign at the annual general meeting.
The Nomination Committee proposes that the number of Board members shall increase by one additional director and that the Board shall consist of five Board members. The Nomination Committee further proposes that the number of auditors shall remain one registered auditor.
The Nomination Committee proposes the re-election of the current directors James Scicluna, Michael Bennett, Ralf Feldt and Thomas Kalita. It further proposes to elect Olga Finkel as new director and as new chairperson of the Board. Further information regarding the directors proposed for re-election has been published in the 2019 Corporate Governance Report and on the Company’s website (https://www.anglergaming.com/team-list/).
Information on the proposed new director and chairperson of the Board:
Principal education and background: Doctor of Laws degree from the University of Malta and a Master of Science degree in IT and Economics from the Academy of Economics, Kharkov, Ukraine. Olga is a lawyer by profession, widely regarded for her knowledge of gambling and technology regulatory frameworks, corporate governance, capital markets and mergers & acquisitions.
Current assignments include: Partner at WH Partners (law firm), board positions in companies operating in remote gambling sector (B2C and B2B), artificial intelligence and early stage investments.
Year of birth: 1967 Shareholding in the Company: 300,000
The Nomination Committee proposes the remuneration for the Board for the ordinary duties of directors to be EUR 200,000.00 in total, to be distributed as follows: EUR 80,000 to the Chairperson of the Board and EUR40,000 to each Board member who is not employed by the Group.
In line with the proposal received from the Board, the Nomination Committee further proposes the re-election of the registered audit firm Walter Rizzo & Associates as the Company’s auditor for a period up until the end of the next annual general meeting, with Mr Walter Rizzo as the auditor in charge.
The Nomination Committee proposes that the auditor shall be entitled to a fee in accordance with approved invoices.
After an assessment of the proposed directors’ independence, the Nomination Committee has found that their proposal for the composition of the Board of the Company fulfils the requirements stipulated in the Swedish Corporate Governance Code.
Draft Ordinary Resolution 3/2020:
The shareholders have resolved to re-elect James Scicluna as member of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 4/2020:
The shareholders have resolved to re-elect Michael Bennett as member of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 5/2020:
The shareholders have resolved to re-elect Ralf Feldt as member of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 6/2020:
The shareholders have resolved to re-elect Thomas Kalita as member of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 7/2020:
The shareholders have resolved to elect Olga Finkel as new member of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 8/2020:
The shareholders have resolved to elect Olga Finkel as chairwoman of the Board of Directors for the period until the next annual general meeting.
Draft Ordinary Resolution 9/2020:
The shareholders have resolved to reappoint the audit firm Walter Rizzo & Associates as the Company’s auditor.
Draft Ordinary Resolution 10/2020:
The shareholders have resolved to allocate the amount of EUR 200,000.00 per annum for Board’s remuneration, covering the ordinary duties of directors, to be distributed as follows: EUR 80,000 to the Chairperson of the Board and EUR40,000 to each Board member who is not employed by the Group.
Draft Ordinary Resolution 11/2020:
The auditor’s fees shall be paid in accordance with approved invoices.
Resolution regarding Adoption of Principles for the Nomination Committee (Agenda item 13)
The nomination committee proposes that the Principles for the Nomination Committee, which are enclosed as Annex 1 to this Notice of the 2020 annual general meeting, are adopted.
Draft Ordinary Resolution 12/2020:
The shareholders have resolved to adopt the Principles for the Nomination Committee.
Amendment of the Company’s Articles of Association to Permit the Company to Hold “Hybrid” General Meetings (Extraordinary Resolution) (Agenda item 14)
The articles of association of the Company presently do not allow “hybrid” general meetings, whereby shareholders may formally participate electronically in the general meetings in conjunction with a physical meeting. Presently, shareholders must be present in person or by proxy to be able to vote and to be counted in quorum at the general meetings. To ensure greater flexibility and enhance shareholder engagement at future general meetings, it is proposed that the articles of association of the Company are amended to allow the Company to hold “hybrid” general meetings and, certain conditions being satisfied, allow the shareholders to attend and participate at the general meetings in person (in the main location of the meeting) and remotely by electronic means. The amendments to the articles of association do not permit the Company to hold general meetings wholly by electronic means and the Board’s intention is to continue to hold physical general meetings.
The annual general meeting will consider and, if thought fit, adopt the following extraordinary resolution:
Draft Extraordinary Resolution 1/2020:
It is resolved that Article 16.3 of the articles of association of the Company is substituted in its entirety with the following:
“16.3 General Meetings, whether ordinary or extraordinary, shall be held in Sweden or in Malta, as may be determined by the Board of Directors. The Directors shall determine, at their sole discretion, in relation to each General Meeting the location of the meeting and means of attendance and participation in the meeting, including whether: (a) General Meeting shall be held as physical-only General Meeting in Sweden or in Malta; or (b) General Meeting shall be held as “hybrid” General Meeting, whereby the persons entitled to attend and participate in the General Meeting in accordance with these Articles shall be enabled to do so by attendance and participation at a physical place in Stockholm or Malta (as determined by the Board) and remotely by means of an electronic facility or facilities determined by the Directors (“Hybrid General Meetings”). If the Board of Directors, at its sole discretion, resolves to organise a Hybrid General Meeting, the Directors may determine the means, or different means, of attendance and participation used in relation to a General Meeting.
Provided that the Board of Directors has enabled attendance and participation by means of an electronic facility or facilities in accordance with this Article 16.3, the members of the Company duly present by means of an electronic facility or facilities shall be counted in the quorum for, and entitled to participate and vote at, the general meeting in question, notwithstanding Article 21.1 and Article 30.1 of these Articles. That meeting shall be duly constituted and its proceedings valid if the Chairman of the General Meeting is satisfied that adequate facilities are available to ensure that members attending the meeting by all means (including by means of electronic facility or facilities) are able to: (a) participate in the business for which the meeting has been convened; (b) hear all persons who speak at the meeting; and (c) be heard by all other persons present at the meeting.
The right of a member to participate in the business of any General Meeting by the means of electronic facility or facilities shall include without limitation the right to speak, vote, be represented by a proxy and have access (including electronic access) to all documents which are required by the Act or these Articles to be made available at the meeting.
If the Board of Directors has resolved to organise a Hybrid General Meeting in accordance with this Article 16.3, a notice convening a General Meeting shall, in addition to the contents set under Article 19 of these Articles, specify that the meeting shall be a simultaneous physical and electronic meeting (Hybrid General Meeting) and electronic facility for the meeting, which electronic facility may vary from time to time and from meeting to meeting as the Board of Directors, in its sole discretion, sees fit.
If a Hybrid General Meeting is held, the Board (and, at a General Meeting, the chairperson of the General Meeting) may make any arrangements and impose any requirements or restrictions that are: (a) necessary to ensure the identification of those taking part and the security of the electronic communication; and (b) proportionate to the achievement of those objectives. In this respect, the Directors can authorise any voting application, system or facility for Hybrid General Meetings as they see fit.
All resolutions put to the members at any Hybrid General Meeting who are attending the General of a General Meeting in such a way that permits the simultaneous attendance and participation at a physical place in Stockholm or in Malta, and remotely by means of electronic facility or facilities.”
Documents and Other Information
A copy of the Annual Report and Audited Accounts for the financial year ending 31st December 2019, the Company’s Articles of Association, and proxy form are available at the Company’s registered office 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
The number of issued shares in the Company at the date of this notice is 74,984,995 ordinary shares, with each share giving a shareholder the right to one vote at any general meeting, therefore representing a total of 74,984,995 votes.
Collection and Use of Personal Data
Personal data submitted by the shareholders through the notification of attendance or the proxy form in connection with their participation at the annual general meeting will be processed by the Company in accordance with the General Data Protection Regulation solely for the purposes of handling shareholders’ requests and organizing the annual general meeting. The Company is obliged to hold an annual general meeting each year and requires personal data for the purpose of organizing the event. The collected personal data will be deleted by the Company following the annual general meeting, apart from the data included in the voting list. Any complaints with regards to the Company’s handling of personal data can be lodged with the Information and Data Protection Commissioner. For further information on how Angler Gaming handles personal data, please contact us at [email protected].
Malta, May 2020
Board of Directors, Angler Gaming plc