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Notice of Extra General Meeting in LeoVegas AB
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The shareholders of LeoVegas AB (publ), reg. no. 556830-4033, are hereby convened to an extra general meeting to be held on Wednesday 28 August 2019, at 5.30 p.m. at Baker & McKenzie’s premises on Vasagatan 7 in Stockholm. The doors to the meeting will open at 5.00 p.m.
Right to attend the Extra General Meeting and notice
Shareholders wishing to attend the Extra General Meeting must:
- on the record date, which is on Thursday 22 August 2019, be registered in the share register maintained by Euroclear Sweden AB. 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 22 August 2019, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting;
- notify the participation at the extra general meeting no later than on Thursday 22 August 2019. Notice of participation at the extra general meeting may be given by regular mail to Baker & McKenzie Advokatbyrå KB, Att: Ian Gulam, Box 180, 101 23 Stockholm (please mark the envelope “LeoVegas EGM 2019”), or by e-mail to [email protected]. 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 extra general meeting and a copy should well before the meeting be sent to the Company by regular mail to Baker & McKenzie Advokatbyrå KB, Att: Ian Gulam, Box 180, 101 23 Stockholm (please mark the envelope “LeoVegas EGM 2019”), or by e-mail to [email protected], and should, in order to facilitate the entrance to the extra general meeting, be at the Company’s disposal no later than on Thursday 22 August 2019. 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 Resolution regarding warrant program and issue of warrants 2019/2022
- Issue of warrants to the Subsidiary 2019/2022
- Approval of transfer of warrants
- Further information regarding the warrant program
7 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 Extra general meeting.
Item 6: Resolution regarding warrant programme through issuance of warrants 2019/2022
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants in accordance with below.
Background and purpose
The purpose of the proposal, as of previous incentive programs, is to establish conditions to recruit and maintain qualified personnel in the company group and increase the motivation of the participants. The board of directors finds that it is in all shareholders’ interest that current and future senior executives, other employees and other key persons have a long term interest in developing a high value of the Company’s share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company’s shareholders and the participant.
A. Issue of warrants 2019/2022
The Board of Directors proposes that the EGM resolves to issue of a maximum of 1,000,000 warrants, entailing an increase in the share capital upon full exercise by a maximum of EUR 12,000. The following terms shall apply to the issuance:
- The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be given to the indirectly wholly owned subsidiary Gears of Leo AB, reg. no. 556939-6459 (the “Subsidiary”), with the right and obligation to transfer the warrants to employees within the group as per below.
- Oversubscription may not take place.
- The purpose for deviation from the shareholders’ preferential right is to implement an incentive programme whereby employees, through a personal investment, will participate and contribute in a positive development in the value of the Company’s shares during the period that the proposed programme covers, and to help the group to maintain and recruit qualified and engaged employees.
- The warrants shall be issued without any consideration.
- Subscription of the warrants shall take place not later than the day after the EGM.
- The board of directors has the right to extend the subscription period.
- Each warrant entitles to subscription of one new share in the Company. Subscription of new shares shall take place during the period commencing on 1 September 2022 up to and including 30 September 2022, or the earlier or later date as set out by the terms of the warrants in item 11 below.
- The subscription price per share shall correspond to 130 percent of the volume-weighted average price according to the Nasdaq OMX Stockholm official price list for the share for the 5-day trading period immediately prior to the EGM. The EGM is on 28 August 2019, which means that said period of 5 trading days immediately prior to the EGM will be 21 August 2019 up to and including 27 August 2019. However, the subscription price per share shall be at least SEK 50.
- The shares subscribed for by exercise of the warrants shall carry entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription is effected.
- Warrants held by the Subsidiary that are not transferred as per below or that are repurchased from participants shall be cancelled after a decision by the Company’s board of directors. Cancellation shall be reported to the Swedish Companies Registration Office for registration.
- Other terms are set out in Appendix 1A.
B: Approval of transfers of warrants
The board of directors proposes that the EGM resolves to approve that the Subsidiary transfers the warrants in accordance with the following terms.
The right to acquire warrants from the Subsidiary shall be given to a maximum of 50 persons from the group management, senior executives and key persons selected by the board of directors of the Company (the “Participants”).
The board of directors of the Company and the founders Gustaf Hagman and Robin Ramm-Ericson will not participate in the programme.
1. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. For cases where one or more Participant do not acquire their full allotment, the Subsidiary has the opportunity to offer other Participants to acquire the remaining warrants. Such right shall primarily be given to Participants in Category A, secondarily to Participants in Category B, and thirdly to Participants in Category C.
Category |
Number of Participants |
Number of warrants per Participant |
Total number of warrants |
| Group Management (”Category A”) | Maximum 10 | 40,000-100,000 | 400,000-1,000,000 |
| Senior executives (”Category B”) | Maximum 30 | 10 000–20 000 | 250 000–500 000 |
| Other key persons (”Category C”) | Maximum 30 | 5 000–10 000 | 125 000–250 000 |
2. The warrants shall be transferred on market terms at a price (premium) that is set based on an estimated market value of the warrants that has been calculated by an independent valuation institute using the Black & Scholes valuation model. The value has preliminarily been calculated at approximately EUR 0.40 per warrant based on a share price of EUR 3.51 and a subscription price of EUR 4.65.
3. In other respects, the warrants shall be subject to market terms including a right for the Company and the Subsidiary to repurchase warrants if a Participant’s employment with the Company ends.
4. Transfers to Participants require that the acquisition of warrants can be lawfully made and that this can be done with what the board of directors deems to be a reasonable administrative and economic effort.
5. Application to acquire warrants shall be made by 11 September 2019 at the latest. However, the Company’s board of directors shall have the right to extend the application period for acquisitions.
C: More detailed information about the warrant programme
- Dilution – Assuming full subscription and exercise of all warrants offered, 1,000,000 new shares can be issued, corresponding to dilution of approximately 1.0% of the total number of existing shares and votes in the Company, but with reservation for the recalculation of the number of shares that each warrant entitles to subscribe for that may take place as a result of certain issues, etc.
- Costs and effects on key figures, etc. – The Company’s earnings per share will not be affected by the issue, since the warrants’ strike price exceeds the current market value of the shares at the time of the issue. The Company’s future earnings per share may be affected by the potential dilutive effect of the warrants in the event the Company reports a positive result and the strike price is lower than the market value. The warrants will be transferred at market value, which means that no taxable benefit value will arise and thus no social fees for the Company. The warrant programme will give rise to certain, limited costs in the form of external consulting fees and administration of the warrant programme.
- Calculation of market value. – The independent valuation institute/accounting firm Deloitte AB is calculating the market value of the warrants using the Black & Scholes valuation model.
- Drafting and preparations for the warrant programme. – The warrant programme has been prepared by the board of directors and members of the group management and external advisors and in accordance with guidelines for remuneration to senior executives adopted by the AGM 2018 as well in accordance with guidelines from the remuneration committee, and in consultations with major shareholders. The board of directors has thereafter decided to submit this proposal to the EGM. Apart from the executives who have participated in the drafting of this matter as per instructions from the Board of Directors, no employee who may be included in the programme has participated in the drafting of the terms.
- Other share-based incentive programmes, etc. – For a description of the Company’s other share-based incentive programmes, please refer to the 2018 Annual Report and the Company’s website. No other share-based incentive programmes are in effect.
- Authorisations and decision-making rules. – The EGM assigns the board of directors to execute the decision according to point B above. The board of directors, or the party designated by the board of directors, is authorised to make such minor adjustments that are necessary for the decision’s registration with the Swedish Companies Registration Office and Euroclear Sweden AB. The EGM’s resolution on this point is valid only if approved by shareholders with at least nine-tenths (9/10) of the votes and shares represented at the EGM. The resolution on the transfer of the warrants shall also be approved by a general meeting of the Subsidiary.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 101,652,970 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Luntmakargatan 18 in Stockholm and at the Company’s website www.leovegasgroup.com, at least three (3) weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
Source: European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Notice of Extra General Meeting in LeoVegas AB
The iGaming industry is advancing at breakneck speed, driven by technological innovation and evolving player expectations. Itai Zak, Executive Director of iGaming at Digicode, emphasizes the importance of bridging client aspirations with customized business solutions. Key trends shaping the future of iGaming include live dealer games, blockchain integration, artificial intelligence (AI) and machine learning (ML), enhanced personalization, and shifting regulatory environments. Let’s delve into how these trends influence the industry, presenting new opportunities while paving the way for future growth.
A Closer Look at Emerging Trends
- Live Dealer Games
Live dealer games are revolutionizing the online gaming experience, blending the best aspects of land-based casinos with the convenience of virtual gaming. Players can now engage with real-life dealers via high-definition video streams, enhancing the social component of online gambling. This bridge between physical and virtual casinos introduces interactive features like live chat and immersive gameplay. Industry leaders like Evolution Gaming and NetEnt are setting new standards in player engagement with innovative game formats and top-tier studio setups, redefining the realism and appeal of live gaming.
- Blockchain and Cryptocurrency Integration
Blockchain technology is transforming iGaming by offering unparalleled transparency and security. With blockchain’s ability to enable provably fair gaming, players can verify that each round is fair via an immutable ledger. Cryptocurrencies like Bitcoin and Ethereum facilitate faster, more secure transactions, catering to tech-savvy players who value privacy. Platforms like Bitcasino.io are leading the way, leveraging blockchain to ensure fairness and seamless payments. However, the rise of blockchain also attracts regulatory attention, requiring operators to balance innovation with compliance as governments navigate this new technology.
- Artificial Intelligence and Machine Learning
AI and ML are instrumental in enhancing player experience and operational efficiency. AI algorithms analyze player behavior in real-time, offering personalized game recommendations and promotions. Additionally, AI-powered chatbots provide instant customer support, improving user satisfaction. AI-driven predictive analytics also help operators fine-tune marketing strategies based on player preferences. Companies like Bet365 are already using these technologies to stay ahead of the competition, offering more personalized and efficient gaming experiences.
- Richer Personalization and Engagement
Personalization has become crucial for iGaming operators looking to boost player satisfaction and retention. By leveraging data analytics, companies can offer tailored game recommendations, dynamic bonuses, and individualized promotional offers. This level of engagement enhances the player experience and strengthens loyalty. Industry pioneers like DraftKings and FanDuel push the envelope by offering highly customized features, such as personalized fantasy sports leagues and bespoke betting options.
- Regulatory Changes and Market Expansion
The constantly evolving regulatory landscape offers both challenges and opportunities for iGaming operators. As more regions legalize various forms of online gambling, companies gain access to new markets. With their large populations and increasing internet penetration, emerging markets like Brazil and Nigeria represent lucrative opportunities. However, navigating the diverse regulations in these markets requires agility and strict compliance with local laws to succeed.
- Enhanced Payment Solutions
With digital transactions becoming the norm, the demand for fast, secure, and flexible payment methods is skyrocketing. From digital wallets to instant banking and cryptocurrencies, players expect payment solutions that offer convenience and security. This growing demand is driving innovation in payment processing, giving operators more opportunities to streamline the transaction process while building trust with users.
Future Implications
The Expanding Role of AI and Blockchain
AI and blockchain are not just current trends, but they are poised to play an even more significant role in iGaming’s future. As AI technology evolves, more sophisticated algorithms will emerge, enabling real-time adaptation to player behavior and preferences. Blockchain’s application may extend beyond transparency and security, transforming game mechanics and player interactions potentially redefining how games are designed and played.
Shifting Player Preferences
Player expectations will continue to evolve toward immersive, interactive experiences. As Virtual Reality (VR) and Augmented Reality (AR) become more mainstream, they will significantly influence the future of iGaming. Players will demand more engaging, lifelike environments, pushing the industry to create innovative game formats and features that offer deeper immersion and entertainment value.
Regulatory Developments
The regulatory environment will continue to evolve, and iGaming operators must stay agile to navigate future changes. New regulations may increasingly emphasize responsible gaming and player protection, influencing platform design and operational practices. A more harmonized regulatory framework across jurisdictions could provide stability while requiring operators to prioritize compliance.
Integrating Emerging Technologies
Technologies like 5G and edge computing are set to revolutionize iGaming by enabling faster, more reliable connectivity. This will allow for more complex game designs and real-time player interactions, opening new avenues for innovative gaming experiences. As these technologies mature, operators will have greater opportunities to differentiate their offerings. The potential of these emerging technologies to revolutionize iGaming is truly exciting and promising for the industry’s future.
Final Thoughts
The iGaming industry is on the cusp of significant transformations, driven by technological advancements and shifting player demands. Innovations like live dealer games, blockchain integration, AI, ML, and enhanced personalization are just the beginning. As the industry evolves, staying ahead of these trends will be critical for operators looking to thrive in an increasingly dynamic environment.
At Digicode, we are constantly exploring new technologies and refining our solutions to meet the evolving needs of our clients. Our focus on adaptability and foresight ensures that our clients are not just keeping pace with the industry—they’re leading it.
The post Innovations Redefining iGaming: What Operators Need to Know appeared first on European Gaming Industry News.
A partnership between game developer Turbo Games and iGaming solution provider and aggregator Slotegrator began in November 2022 via the APIgrator game integration solution. Since then, the collaboration has been developing successfully — and now it’s time to analyze what made it successful.
Turbo Games has noticed how the new technologies spreading throughout the industry can work for the good of brand transparency and player loyalty: “We can already see how blockchain technology has made it possible to make betting checks more accessible to players. All you need is a blockchain-hash and a decoder service. We think we will continue to move in this direction. Many traditional online casinos do not offer the possibility to check the bet. Sooner or later we all have to come to this. Perhaps the development of artificial intelligence will help here, because we are already seeing its involvement in all spheres of human life.”
Turbo Games specializes in provably fair games. Provable fairness is a concept where players can verify their wins or losses using blockchain technology — the outcome of the game is dictated by a smart contract and is absolutely random, barring the possibility of any human involvement. Using cryptographic hashing algorithms, the gambling site and the player’s device both generate seeds (random strings of numbers). Players receive a key that allows them to check the results; if the results are the same as the game round they witnessed, it proves that there was no foul play.
According to statistics from Turbo Games, the audience for provably fair games is mostly between 18 and 25 years old. However, there are also players aged 35-40 who prefer traditional games but would like to try something new, and have turned their attention to provably fair games.
There are good odds that the technology of provably fair games will become more popular, if not even commonplace, because it gives players a feeling of transparency and proves that the business is trustworthy without the need to search through dozens of reviews. Whereas many innovations in iGaming simply add entertainment, provable fairness addresses security concerns and reassures players that they’re not being exploited, which is invaluable.
Provably fair games are beneficial for both players and online casinos. Vadim Potapenko, Head of Sales at Turbo Games, comments: “It often happens that the users are not satisfied with the result, because gambling is not only about big wins, but also possible losses. By allowing them to check the fairness of a bet, we make life easier for platforms and players. Of course, this allows us to communicate with partners and users that we work honestly and that’s why they should trust our games.”
Ayvar Gabidullin, Business Development Manager at Slotegrator, adds that “this type of game is now becoming more and more popular and has great potential for both players and game providers in the future. On the part of the player, the advantage is that the player can always be sure that his game is fair and he can independently check any of his bets. And for the game provider, this also simplifies the process of implementing casino games, since now it will not be necessary to obtain the appropriate certificates from independent laboratories before launching new games, they can immediately enter the market with these games and where anyone can check the result and make sure that that there is no cheating with players. Many game providers are starting to look towards this type of game. And as far as I see, many operators are starting to think about adding these games.”
What do players in 2023 need? The iGaming industry is all about reputation and trust. Players have a huge number of platforms to choose from, making them pickier and pickier. There’s an abundance of forums where players leave reviews, so if players view a brand as untrustworthy, there are plenty of places they can share their opinion. Provable fairness not only stops that from happening, it provides evidence to the contrary, giving players something else to talk about.
Slotegrator also recommends investing time and effort into localization and creating an effective and detailed marketing strategy — before trying provably fair technology players need to get to the platform, and there is no acquisition without marketing.
ABOUT SLOTEGRATOR
Since 2012, Slotegrator has been one of the iGaming industry’s leading software and business solution providers for online casino and sportsbook operators.
The company’s main focus is software development and support for online casino platforms, as well as the integration of game content and payment systems.
The company works with licensed game developers and offers a vast portfolio of casino content: slots, live casino games, poker, virtual sports, table games, lotteries, casual games, and data feeds for betting.
Slotegrator also provides consulting services in gambling license acquisition and business incorporation.
More information: https://slotegrator.pro/
ABOUT TURBO GAMES
Turbo Games — a provably fair games provider that belongs to Turbo Stars company — has an ambitious goal to establish widespread recognition throughout the iGaming world. Even though it is young, the company consists of professionals who have been working on the brand for over five years and are even planning to introduce a new brand for a wider audience soon.
Turbo Games also works in Europe, India, and South Africa, where the company sees the most potential and expects the same “hype” as in Brazil.
The portfolio of Turbo Games consists of 21 titles, including well-known games like Mines, Crash X, DoubleRoll, Hi-Lo, and Plinko. The studio releases a game every month. However, not all games are developed from scratch. Wicket Blast and Spin Strike, the last two releases, are based on cricket and the Indian Premier League. Crash X remains the most popular fast game in the Turbo Games portfolio, and the studio reports that crash games enjoy stable levels of popularity. Overall, the main focus of the brand is provably fair games.
More information: https://turbogames.io/
Looking to take your career to the next level in the games industry? Then, Nordic Game Talents is the place to be! Games Factory Talents has teamed up with Nordic Game to bring you Nordic Game Talents.
From Oct 27-29, the online and interactive event is dedicated to recruitment and career building in the creative & games industry within the Nordic region. The event empowers participants to be part of a bigger community and motivates them to explore new paths in achieving their career goals.
Hiring creative & games studios – Supercell, Funcom, Panzerdog, Tactile Games, Gamecan, Fingersoft, Dazzle Rocks, Redhill Games to name a few from the Nordic region will be participating in the event. These studios will share information on their latest projects, work culture and what it takes to be part of their team. The individual games associations from Finland, Denmark, Sweden, Norway and Estonia will share insights through live sessions on the booming games industry in their respective countries. Career development topics pertinent to job seekers like – How to have a successful first interview, Creative Portfolio reviews will also be discussed.
Experienced game industry professionals and individuals beginning their careers from around the world are welcome to join the event. One-to-one interviews with the hiring studios can be scheduled through the event platform. A great opportunity to get to know the studios and network with game professionals from around the world.
Participating in the event
As a job seeker attending Nordic Game Talents, take a few minutes to fill out a simple registration form. After filling the registration form you will receive a link to the online event platform – PINE, to join the event on 27th October. Participants joining Nordic Game Talents will also receive a free-of-charge pass to the Nordic Game Conference.
To view the complete agenda, please click here and to learn more about the event please visit Games Job Fair
About Games Factory Talents
A Helsinki-based talent attraction agency dedicated to the games & creative industry. Our services include direct recruitment, organizing game job fairs and managing a community of game industry professionals through our GameDev Talent Board.
To learn more about Games Factory Talents visit – Games Factory Talents
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