Evolution Gaming Group - 28 January 2021
In general, Evolution Gaming Group is in compliance with the Swedish regulations relating to the organization and procedures of the Extraordinary General Meeting.
Under ITEM 7 the board of directors seeks approval of a LT incentive plan. The plan consists of warrants and in order to participate in the plan executives have to acquire a predetermined amount of warrants at market price. The vesting period for time vesting awards is 3 years and there are no further performance conditions attached to the plan.
Although ECGS strongly favours the mechanism that participants have to pay for the warrants so as to qualify for any possible matching warrants, it does NOT approve of LT incentive plans that do not operate one or more challenging performance conditions.
In addition, ECGS notes that the Plan is currently capped at SEK 32 million (500,000 x SEK 64.00), which corresponds to approximately 405% of the CEO’s annual base salary, and thereby (substantially) exceeds its guidelines.
Finally, ECGS has some concerns over the level of dilution. ECGS notes that there are currently two other incentive plans running in parallel (2019 and 2020) and the combined allocation under these three plans together (over a three-year period) corresponds to 5.06% of the Company's share capital. This amount would exceed ECGS’ guidelines in the long-term since said guidelines stipulate that the level of dilution should not exceed 10% of the issued share capital over 10 years for all share schemes in operation by the company.
In view of the above, ECGS recommends to vote OPPOSE.
Evolution Gaming Group AB (publ) is a Sweden-based company active in the Internet services sector. It develops, produces, markets and licenses integrated business-to-business (B2B) live casino solutions for gaming operators. Its solutions allow a live table gaming by streaming of professional croupier services to end users via the online casino and gaming platforms. The Company has offices and production studios in the United Kingdom, Sweden, Malta, Italy, Spain and Latvia.
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