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Announcement from LeoVegas 2021 Annual General Meeting

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LEOVEGAS QUARTERLY DIVIDEND
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The 2021 Annual General Meeting (AGM) of LeoVegas AB (publ) (“LeoVegas” or the “Company”) was held today, 11 May 2021, at which the shareholders approved the following resolutions. Due to the ongoing corona pandemic, the AGM was carried out through postal voting only, without physical presence.

CEO presentation
CEO, Gustaf Hagman, sums up 2020 and the start of 2021. The presentation can be seen via this link.

Adoption of the income statement and balance sheet
The AGM resolved to adopt LeoVegas’ income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet

Distribution of profit
The AGM resolved, in accordance with the Board of Directors’ proposal, that of the amount available for distribution to the shareholders, totaling EUR 34,973,570, SEK 160,290,602 shall be distributed to the shareholders, corresponding to an amount of SEK 1.60 per share, and that the remainder, EUR 19,029,968 shall be carried forward. In addition, it was resolved, in accordance with the Board of Directors’ proposal, that dividends will be paid four times in the amount of SEK 0.40 per share.

Dividend no. Last trading day with dividend entitlement Record date Distribution date Amount (SEK)
1 11 May 2021 14 May 2021 19 May 2021 0.4
2 5 July 2021 7 July 2021 12 July 2021 0.4
3 5 October 2021 7 October 2021 12 October 2021 0.4
4 4 January 2022 7 January 2022 12 January 2022 0.4

DISCHARGE FROM LIABILITY
The board members and CEO were discharged from liability for the 2020 financial year.

ELECTION OF THE BOARD OF DIRECTORS AND AUDITOR, AND DIRECTORS’ AND AUDITORS’ FEES
The AGM resolved that the Board of Directors shall consist of seven directors and no deputy directors. It was resolved that the Company shall have a chartered auditing firm as auditor.

In addition, it was resolved in accordance with the Nomination Committee’s proposal that directors’ fees shall amount to a total of SEK 3,000,000 including fees for committee work (preceding year: SEK 2,800,000) and shall be paid out to the directors and committee members in the following amounts:

  • SEK 325,000 (SEK 300,000) for each non-executive director and SEK 650,000 (SEK 600,000) for the Chairman of the Board, provided that he is not an employee of the Company;
  • SEK 50,000 (SEK 50,000) for each non-executive director serving as a member of the Remuneration Committee, and SEK 100,000 (SEK 100,000) for the Remuneration Committee chair, provided that he or she is not an employee of the Company; and
  • SEK 50,000 (SEK 50,000) for each member of the Audit Committee and SEK 100,000 (SEK 100,000) for the Audit Committee chair.

In addition, it was resolved that the auditor’s fees shall be paid in accordance with approved invoices.

Per Norman, Anna Frick, Fredrik Rüden, Mathias Hallberg, Carl Larsson, Torsten Söderberg and Hélène Westholm were re-elected as directors. Per Norman was re-elected as Chairman of the Board.

PricewaterhouseCoopers AB was re-elected as the Company’s auditor. PricewaterhouseCoopers AB has announced that Authorised Public Accountant Aleksander Lyckow will continue as auditor-in-charge.

PRINCIPLES FOR APPOINTMENT OF THE NOMINATION COMMITTEE
The AGM resolved to adopt principles for appointment of the Nomination Committee in accordance with the Nomination Committee’s proposal (unchanged principles from the preceding year in all essential respects).

WARRANT BASED INCENTIVE PROGRAM FOR EXECUTIVE MANAGEMENT AND KEY INDIVIDUALS
The AGM resolved, in accordance with the board of directors’ proposal, to issue a maximum of 1,000,000 warrants, with deviation from the shareholders preferential rights, which may result in a maximum increase in the Company’s share capital of approximately EUR 12,000. The warrants shall entitle to subscription of new shares in the Company.

The warrants shall be subscribed for by the subsidiary Gears of Leo AB, with the right and obligation to, at one or several occasions, transfer the warrants to a maximum of 90 selected members of the management team, senior executives and key persons, at a price that is not less than the fair market value of the warrant according to the Black & Scholes valuation model and otherwise on the same terms as in the issuance.

The subscription price per share shall be determined to 130 percent of the volume weighted average price for the Company’s share on Nasdaq Stockholm during the period of five trading days starting with the day following 14 May 2021, i.e., 17 May 2021 up to and including 28 May 2021.

The warrants may be exercised for subscription of shares during the period from 1 June 2024 up to and including 30 June 2024.

The maximum dilution effect of the incentive program amounts to a maximum of approximately 1.0 percent of the total number of shares and votes in the Company, assuming full subscription, acquisition and exercise of all offered warrants.

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECIDE ON REPURCHASE AND TRANSFER OF OWN SHARES
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to decide on purchases of the company’s own shares. Share repurchases may be made only on Nasdaq Stockholm or any other regulated market. The authorization may be exercised on one or more occasions before the 2022 Annual General Meeting. The maximum number of own shares that may be repurchased so that the Company’s holding of shares at any given time does not exceed 10 percent of the total number of shares in the Company. Repurchases of the Company’s own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. Payment for the shares shall be made in cash.

The AGM also resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to to decide on transfers of own shares, with or without deviation from the shareholders’ preferential rights. Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with acquisitions of companies, operations or assets. The authorization may be exercised on one or more occasions before the 2022 Annual General Meeting. The maximum number of shares that may be transferred corresponds to the number of shares held by the Company at the point in time of the Board of Directors’ decision on the transfer. Transfers of shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms. Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the Company.

The purpose of the authorizations is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the Company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECIDE ON NEW ISSUE OF SHARES
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board of Directors, on one or more occasions, during the time up until the next Annual General Meeting, to decide to increase the Company’s share capital through a new issue of shares to such extent that it corresponds to a dilution of a maximum of 10 percent of the number of shares outstanding at the time of the Annual General Meeting calculated after full exercise of the issue authorization now proposed.

A new issue of shares may be carried out with or without deviation from the shareholders’ preferential rights. Shares issued with deviation from the shareholders’ preferential rights shall be issued at market terms. The Board of Directors shall have the right to decide on other terms for the issue. Payment may be made against cash payment, in-kind payment for through set-off against claims with the Company.

The purpose of the authorization is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the Company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.

REMUNERATION REPORT
The AGM approved the remuneration report.

For detailed terms regarding the above-described resolutions at the AGM, please refer to the complete proposals, which are available on the Company’s website: www.leovegasgroup.com.

 

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PushFar and Limit Break team up to improve diversity in gaming industry

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PushFar and Limit Break team up to improve diversity in gaming industry
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PushFar, a mentoring and career progression platform, has partnered with Limit Break, a mentorship program in the games industry, to help improve diversity, inclusion and equality.

Limit Break is using PushFar’s platform to offer a mentorship program for underrepresented people working in the UK gaming industry. Recent figures show that 70% of people working in the gaming industry are male, compared to 28% female and 2% non-binary workers, and that 10% of people are Black, Asian or minority ethnic (BAME).

Founder Anisa Sanusi established Limit Break in 2019 when she found it challenging to find a mentor in the gaming industry. She recognised the value of guidance and role models for underrepresented genders, LGBQT+ and people of colour, with representation in the workforce significantly below the national average of those in work.

Limit Break turned to Pushfar for a solution because the popularity of the mentoring program meant it was time consuming and required scaling. PushFar set up an accessible and intuitive platform, making it easy to match members based on their specific profiles, and allowing the program to have international reach. The platform also enables people to connect with people from specific backgrounds through a self-matching feature. Limit Break now has up to 700 people on their mentoring program, and has seen an increase in member retention.

Ed Johnson, CEO and Founder of PushFar, said: “Having a mentoring relationship is often noted as being one of the most beneficial things you can do for career development. Employees feel motivated and supported when they see senior leaders with whom they can relate. Limit Break has recognised the advantages mentoring can bring to their industry, and taken an active role in addressing diversity and inclusion issues through it. We’re delighted to be part of this solution and hope that our platform will help more people from under-represented groups join the games industry”.

Anisa Sanusi, Founder of Limit Break, said: “Actively mentoring candidates enables us to facilitate connections for a young workforce to those with experience. We want to help to keep the games industry rich with diverse talent and passion, and hope that our program will enable more people from under-represented groups to join the industry. Creating a mentorship program can be a time consuming and complicated task, but by using PushFar we’ve been able to make it simple and easy for everyone involved.”

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Compliance Updates

MGA | Updates to the Gaming Authorisations and Compliance Directive & Key Function Eligibility Criteria Policy

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MGA | Updates to the Gaming Authorisations and Compliance Directive & Key Function Eligibility Criteria Policy
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The Malta Gaming Authority is hereby publishing a series of amendments to the Gaming Authorisations and Compliance Directive (Directive 3 of 2018). The amendments mainly relate to the following:

  • The overall number of key function roles and their underlying responsibilities;
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  • The persons who shall shoulder responsibility in the absence of duly appointed key function holders;
  • The manner and form in which declarations and assurances are to be made by auditors on behalf of licensees during submission of audited financial statements; and
  • The applicability of suspicious betting reporting requirements.

These amendments are being published together with a Policy on the Eligibility and Ongoing Competency Criteria for Key Persons. This Policy is intended to revise and collate the existing eligibility criteria while also introducing authorisation renewal requirements related to continuous professional development for existing key persons. Moreover, the Policy clarifies the MGA’s position regarding the compatibility of key function roles with each other in light of the amendments to the Directive.

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It’s Official! SoftGamings and Golden Hero Collaboration Is Underway

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It’s Official! SoftGamings and Golden Hero Collaboration Is Underway
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For SoftGamings, there are never enough good-quality game providers in its network, and the newest addition of Golden Hero is a testament to that fact.

Golden Hero is an Isle-of-Man-based operator known for its production and development of video slots and pachislos, a special series of slots based on Japanese pachinko games. The brand’s popularity in Japan and other Asian markets comes from its successful games and partnerships with the industry giants such as JTG. This success prompted it to seek a reliable aggregation platform to expand its reach beyond the existing markets, and SoftGamings was a natural choice.

All of Golden Hero’s games are created using the latest HTML5 technology, which focuses on mobile casino gaming. Even though its portfolio is not grandiose in number, the quality of the games it offers is undeniable. One of its most successful titles is the Battle Dwarf pachislo, voted the 2019 Game of the Year at Slotcatalog.com. Other player-favourites include Jewel Race, Hawaiian Dream, and many more.

Golden Hero is a game provider licensed by the Malta Gaming Authority and certified by SIQ, which guarantees the fairness and safety of its games. In addition, the Gamesys Group, a company that owns Golden Hero, has recently been acquired by Bally’s Corporation, making Golden Hero a part of one of the world’s largest casino corporations.

Here’s what Irina Sazonova, the director of partnerships at SoftGamings, said when reflecting on the deal: “We are overjoyed to welcome Golden Hero to our fold and, with it, give our operators a chance to improve their game portfolios with exciting and never-before-seen titles. By working with us, Golden Hero will get a chance to expand to new markets and showcase its products in the best possible way, so this partnership is the essence of a win-win situation for all parties concerned.”

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