Notice of Annual General Meeting in LeoVegas AB

The shareholders of LeoVegas AB (publ), reg. no. 556830-4033, (the “Company“), are hereby convened to an annual general meeting to be held on Friday 8 May 2020, at 12.30 p.m. at the cinema Grand’s premises on Sveavägen 45 in Stockholm. The doors to the meeting will open at 12.00. Due to the development of covid-19 the goal is that the Annual General Meeting shall be swift and effective to minimize spread of disease. As part of this no food will be served in connection with the meeting. Shareholders who are sick, recently travelled in a risk zone or are part of a risk group should not participate, but can vote via proxy.

RIGHT TO ATTEND THE ANNUAL GENERAL MEETING AND NOTICE
Shareholders wishing to attend the Annual General Meeting must:

1. on the record date, which is Saturday 2 May 2020, be registered in the share register maintained by Euroclear Sweden AB (since the record day occurs on a Saturday a shareholder must be registered in the share register maintained by Euroclear no later than on 30 April 2020). 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 30 April 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting;
2. notify the participation at the general meeting no later than Monday 4 May 2020. Notice of participation at the general meeting may be given by regular mail to Annual General Meeting, LeoVegas AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, by telephone +46 8 402 90 97 or at the company’s website www.leovegasgroup.com. 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 general meeting and a copy should well before the meeting be sent to the Company by regular mail to Annual General Meeting, LeoVegas AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, and should, in order to facilitate the entrance to the general meeting, be at the Company’s disposal no later than on Monday 4 May 2020. 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. Presentation of the group operations
7. Presentation of the work of the board of directors and nomination committee
8. Presentation of the annual report and audit report and the group annual report and group audit report
9. Resolutions regarding:

1. adoption of income statement and balance sheet and group income statement and group balance sheet;
2. appropriation of the Company’s profit or loss in accordance with the adopted balance sheet; and
3. discharge of liability for the directors and the managing director

1. Determination of remuneration to the board of directors and the auditors
2. Election of the board of directors and the auditors
3. Election of the chairman of board of directors
4. Resolution regarding adoption of principles for the nomination committee
5. Resolution regarding guidelines for the determination of remuneration to senior executives
6. Resolution regarding warrant program and issue of warrants 2020/2023
   1. Issue of warrants to the Subsidiary 2020/2023
   2. Approval of transfer of warrants
   3. Further information regarding the warrant program
7. Resolution regarding authorising the board of directors to decide on repurchase and transfer of own shares
8. Resolution regarding authorising the board of directors to decide on new issue of shares
9. 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 general meeting.

ITEM 9B): APPROPRIATION OF THE COMPANY’S PROFIT OR LOSS IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET
The board of directors proposes that SEK 1.40 per share is distributed to the shareholders as dividend, in total SEK 142,314,158. This corresponds to a yield of 5.3 percent, based on the closing price on Friday the 27 March 2020. The dividend is proposed to be distributed semi-annually with SEK 0.70 per share. The record date for the first semi-annual dividend is proposed to be 12 May 2020. If the annual general meeting resolves in accordance with the board of directors’ proposal, the first dividend will be paid out to the shareholders on 15 May 2020.

The record date for the second semi-annual dividend is proposed to be 12 November 2020. If the annual general meeting resolves in accordance with the board of directors’ proposal, the second dividend will be paid out to the shareholders on 17 November 2020.

ITEMS 10–12: DETERMINATION OF REMUNERATION TO THE BOARD OF DIRECTORS AND THE AUDITORS, ELECTION OF THE BOARD OF DIRECTORS AND THE AUDITORS AND ELECTION OF THE CHAIRMAN OF BOARD OF DIRECTORS
The nomination committee proposes that the board shall consist of seven directors. The nomination committee further proposes that the number of auditors shall be one registered accounting firm.

The nomination committee proposes that the remuneration is to be not more than SEK 2,800,000 in total, including remuneration for committee work (SEK 1,900,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:

• SEK 300,000 for each of the non-employed directors and SEK 600,000 to the chairman provided that the chair is not an employee;
• SEK 50,000 for each of the non-employed members of the remuneration 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-employed members of the audit committee and SEK 100,000 to the chairman of the committee who is not also an employee.

The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

The nomination committee proposes the re-election of the current directors Robin Ramm-Ericson, Anna Frick and Fredrik Rüden. It is also proposed to elect Mathias Hallberg, Carl Larsson, Per Norman and Torsten Söderberg as new directors. It is also proposed to elect Per Norman as new chairman of the board. Mårten Forste and Tuva Palm have declined re-election.

The nomination committee further proposes the re-election of the registered audit firm PricewaterhouseCoopers AB as the company’s auditor for a period up until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced its appointment of Aleksander Lyckow as main responsible auditor.

Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed directors’ independence the nomination committee has found that their proposal for the composition of the board of directors of the company fulfills the requirements stipulated in the Swedish Corporate Governance Code. All proposed directors are considered independent to the company, the management of the company and the company’s major shareholders.

Further information regarding the new proposed director and also proposed Chairman of the Board

Per Norman
Education and background: Per holds a M.Sc. from the Royal Institute of Technology (KTH) Stockholm, Mechanical Engineering and an Executive MBA Uppsala University, International Business. Per has previously held many executive positions such as CEO for Mr Green & Co AB (Publ.), CEO for Boxer TV Access AB, Deputy CEO for Modern Times Group MTG AB as well as board assignments in several companies such as Mr Green & Co AB (Publ.).
Current Assignments: Senior Advisor and chairman of the board of Red Jade AB and chairman of Gamingzone Entertainment AB and also a board member of Green Jade Games Ltd and Sverige Television Aktiebolag (SVT).
Year of birth: 1964
Nationality: Swedish
Direct or related person ownership in the Company: 4,600

Further information regarding the other directors proposed for new election

Mathias Hallberg
Education and background: Mathias har en fil. mag. biologi och kemi från Lunds Universitet. Han blev Farmacie doktor 2005 och docent i farmakologi 2007 vid Uppsala Universitet. Studierektor 2005 och universitetslektor från 2010. Mathias researches in the field of addiction and in 2016 appointed to Professor in Molecular research on drug dependence at Uppsala University, Department of pharmaceutical biosciences.
Current Assignments: Professor at Uppsala University.
Year of birth: 1971
Nationality: Swedish
Direct or related person ownership in the Company: 0

Carl Larsson
Education and background: Carl holds a BA from Stockholm University in Computer and System Science and an Executive MBA Stockholm School of Economics, General Management. Carl has great experience within the finance business where he has worked with large development projects for IT-systems for banks. Carl is also the co-founder of DigitalRoute. Carl has also been active as a self-employed within IT, which he currently still is.
Current Assignments: Board member of Strukturinvest Fondkommission (FK) AB.
Year of birth: 1974
Nationality: Swedish
Direct or related person ownership in the Company: 0

Torsten Söderberg
Education and background: Torsten holds a bachelor in economics, DIHR. Torsten’s main occupation is board assignments. Torsten has previous experience as self-employed within several industries and as chairman of the board in Cherryföretagen and Stingbet.
Current Assignments: Board member of Feelgood Svenska AB, Tastsinn AB with subsidiaries, 4evergreen AB, Impulse Radar AB, Buir AB, Dox Sweden AB, AB Syoto with subsidiaries.
Year of birth: 1949
Nationality: Swedish
Direct or related person ownership in the Company: 4 507 253

Further information regarding the directors proposed for re-election is available at the company’s website www.leovegasgroup.com.

ITEM 13: RESOLUTION REGARDING ADOPTION OF PRINCIPLES FOR THE NOMINATION COMMITTEE
The nomination committee proposes that the following principles for the nomination committee are adopted.

Role of the nomination committee
The Company shall have a nomination committee with the task of preparing and proposing decisions to the shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:

• the chairman of the annual general meeting;
• candidates for the post of chairman and other directors of the board;
• fees and other remuneration for board work to each director;
• fees to members of committees within the board;
• election and remuneration of the Company auditor; and
• principles for the nomination committee.

The nomination committee shall in its assessment of the evaluation of the board and in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution. Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.

Members of the nomination committee
The nomination committee, which is to be appointed for the time until a new nomination committee has been appointed, shall consist of five members, of whom four shall be nominated by the Company’s four largest shareholders with respect to voting power and the fifth shall be the chairman of the board. The chairman of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the four owner-registered largest shareholders, with respect to voting powers, according to the share register kept by Euroclear Sweden AB at that time and request that they, taken into consideration the circumstances, within a reasonable time which cannot exceed 30 days, in writing to the nomination committee nominate the person whom the shareholder wishes to appoint as member of the nomination committee. If any of the four largest shareholders does not choose to exercise their right to appoint a member of the nomination committee, the next shareholder in consecutive order shall be entitled to appoint a member of the nomination committee. In the case that several shareholders abstain their right to appoint a member of the nomination committee, the chairman of the board shall not be required to contact more than eight shareholders, unless it is necessary in order to obtain a nomination committee consisting of a minimum of four members.

Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder. A member of the board shall never be the chairman of the nomination committee.

If a shareholder who has appointed a member of the nomination committee during the year ceases to be one of the Company’s four largest shareholders, the member appointed of such shareholder shall resign from the nomination committee. Instead, a new shareholder among the four largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than two months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons.

If a member of the nomination committee resigns before the nomination committee has completed its assignment, for reasons other than set out in the paragraph above, the shareholder who has appointed by such member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the board resigns from the board, his/her successor shall replace the chairman of the board also on the nomination committee.

A change in the composition of the nomination committee shall be published immediately.

Announcement of the nomination committee members
The chairman of the board shall ensure that the names of the members of the nomination committee, together with the names of the shareholders they have been nominated by, are published on the Company’s website no later than six months before the annual general meeting.

If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.

Shareholders’ rights to submit proposals to the nomination committee
Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information shall be announced on the Company’s website.

The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.

The nomination committee’s proposals, work and fees
When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.

The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.

When the notice of the shareholders’ meeting is issued, the nomination committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work and a description of the diversity policy applied by the nomination committee in its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.

The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:

• year of birth, principal education and work experience;
• any work performed for the Company and other significant professional commitments;
• any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate’s related natural or legal persons;
• whether the nomination committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the nomination committee shall explain its proposal; and
• in the case of re-election, the year that the person was first elected to the board.

When appointing a new auditor the nomination committee is also to present proposals on the election and remuneration of the statutory auditor. The nomination committee’s proposal to the shareholders’ meeting on the election of the auditor is to include the audit committee’s recommendation (or that of the board of directors if it does not have an audit committee). If the proposal differs from the alternative preferred by the audit committee, the reasons for not following the committee’s recommendation are to be stated in the proposal. The auditor or auditors proposed by the nomination committee must have participated in the audit committee’s selection process if the company is obliged to have such a procedure.

Account of the work of the nomination committee
All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.

The nomination committee shall at the annual general meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board in accordance with the above. The nomination committee shall in particular explain its proposal against the background of the requirement in accordance with above to strive for an equal gender distribution.

Fees and Costs
The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee’s work.

ITEM 14: RESOLUTION REGARDING GUIDELINES FOR DETERMINATION OF REMUNERATION TO SENIOR EXECUTIVES
Upon recommendation of the remuneration committee, the board of directors of the Company proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives.

General
The guidelines shall apply to remuneration that has been agreed upon or to changes in already agreed remunerations after the guidelines have been adopted by the annual general meeting. The guidelines do not apply to remunerations that has been resolved by the general meeting and any remuneration through shares, warrants, convertibles or other share-related instruments such as synthetic options or employ stock options shall therefore be resolved by the general meeting.

These guidelines apply to the CEO and other senior executives in the company group and all other remuneration to members of the board except fees to the board of directors.

Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or established local practice, whereby the general objectives of these guidelines shall, to the extent possible, be met.

The guidelines promotion of the Company’s business strategy, long-term interest and sustainability. For more information regarding the Company’s business strategy, please see www.leovegasgroup.com/.

The guidelines shall contribute to the possibility to create conditions for the Company to retain and recruit competent and committed employees in order to successfully implement the Company’s business strategy and meet the Company’s long-term interests, including sustainability. The guidelines shall further stimulate an increased interest in the business and earnings development as a whole, and to increase the motivation for the senior executives and increase positive cohesion in the Company. The Guidelines shall also contribute to good ethics and corporate culture.

In order to achieve the Company’s business strategy, the total annual remuneration must be market-based and competitive in the employment market in which the senior executive is situated and taking into account the individual’s qualifications and experience and that exceptional performance must be reflected in the total remuneration.

The Company has three active long-term incentive programs consisting of warrants. These incentive programs have been approved by the general meeting and therefore the guidelines do not apply to these incentive programs. The guidelines will not apply to the long-term share-related incentive program, proposed by the board of directors for the annual general meeting in accordance with item 15, as it is to be adopted by the annual general meeting 2020. The proposed incentive program corresponds in all essence to existing programs.

The purpose of the existing programs is to create condition for retaining and increasing the motivation of senior executives and other employees as well as other key personnel within the Company and the group. The board of directors finds it that it is in all shareholders interests that senior executives and other employees and other key personnel have a long-term interest in a positive value development in the Company’s share. A long-term ownership commitment is expected to stimulate an increased interest in the business and the development of earnings as a whole, and to increase the motivation for the participants and aims to achieve an increased community interest between the participant and the Company’s shareholders.

Variable cash payments covered by these guidelines are intended to promote the Company’s business strategy and long-term interests, including its sustainability.

The forms of remuneration etc.
Remuneration may consist of fixed cash salary, possible variable cash compensation, other customary benefits and pension. The total annual cash remuneration, including pension benefits, must be market-based and competitive in the employment market and in the work area in which the employee is situated, taking into account the individual’s qualifications and experience and that outstanding achievements are to be reflected in the total remuneration. Fixed cash salary and variable cash remuneration shall be related to the executive’s responsibility and authority. The fixed cash salary shall be revised annually.

The fulfillment of criteria for payment of variable cash compensation shall be measurable over a period of one year. The variable cash payment may amount to a maximum of 50 percent of the total fixed cash salary during the measurement period for such criteria.

Additional variable cash compensation may be payable in exceptional circumstances, provided that such arrangements are time-limited and made only at the individual level.