Pre-Annual General Meeting Information • Apr 8, 2022
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

Shareholders in Betsson AB (publ) (the "Company") are invited to its Annual General Meeting on Tuesday, 10 May 2022.
As a result of the spread of the coronavirus that causes COVID-19, the Board of Directors has decided that the Annual General Meeting will be held without the physical presence of shareholders, representatives and third parties and that voting rights can only be exercised by postal voting prior to the Annual General Meeting.
Remarks by the CEO Pontus Lindwall will be available from 10 May 2022 on the Company's website.
Shareholders wishing to exercise their right to vote by mail must:
In order to have the right to take part in the voting, shareholders who have their shares registered in a custody account must, in addition to participating by casting their postal vote, register the shares in their own name so that the shareholders are registered in the share register as of Monday, 2 May 2022. Such registration can be temporary (so-called voting rights registration) and must be requested with the custodian in advance and in accordance with the custodian's routines. Voting rights registrations made no later than Wednesday, 4 May 2022, are included in the share register presented to the Annual General Meeting.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

Shareholders may exercise their voting rights at the Annual General Meeting solely by casting their votes in advance as stated in Section 22 in the Act (2022:121) on temporary exceptions to simplify holding of General Meetings of companies and associations (Sw: lagen (2022:121) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor).
The form posted by the Company on its website, www.betssonab.com, shall be used for postal voting. The postal voting form is considered as notification of participation. The completed and signed postal voting form must be sent by email to [email protected] or by mail to Betsson AB, "AGM", c/o Computershare AB, Box 5267, SE-102 46 Stockholm, Sweden, and be delivered to the Company no later than Monday, 9 May 2022.
Shareholders who are natural persons may also cast a postal vote electronically through BankID verification via Betsson AB's website, www.betssonab.com. In addition, a natural person representing a legal person can cast a postal vote on behalf of the legal person through BankID. Postal votes through BankID must be submitted no later than Monday, 9 May 2022.
Shareholders may not state any instructions or conditions on the postal vote. If this is done, the vote (i.e. the postal voting in its entirety) shall be considered invalid. Additional terms and instructions for the postal voting are stated on the form.
If the shareholder is voting by mail via a representative, a valid power of attorney shall be attached to the postal voting form. The power of attorney form is available on the Company website, www.betssonaab.com. If the shareholder is a legal entity, a registration certificate or other proof of authority must be attached.
For questions about the postal voting or to receive the postal voting form or the form of the power of attorney per mail, please contact Computershare by phone number +46 (0)771 24 64 00 (Monday to Friday between 8.00 am to 4.00 pm CEST).
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Nomination Committee, comprised of Jenny Rosberg (appointed by the Hamberg family and Hamberg Förvaltning AB and Chairman of the Nomination Committee), Lars Kling (appointed by the Kling family and companies) and Karin Källström (appointed by Berit Lindwall), propose that Jörgen S. Axelsson, lawyer, Setterwalls law firm, is appointed as Chairman of the meeting.
The Board suggests that Jenny Rosberg and Karin Källström, or if any or both of them are prevented from being elected, the person or persons then suggested by the Board, be elected to verify the minutes. The task of these persons also includes controlling the voting list and that the received postal votes are correctly reflected in the protocol of the meeting.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

It is suggested that the voting list be used as prepared by the Company based on the share register as of 2 May 2022, presented to the General Meeting and the received postal votes and controlled by the persons verifying the minutes.
As set out under items 16 and 17 below, the Board of Directors proposes two redemption procedures entailing a cash value transfer to the shareholders of a total of approximately SEK 539 million.
The Board of Directors proposes that the Annual General Meeting resolves that the profits available to the Annual General Meeting shall be carried forward in a new account.
The Nomination Committee proposes that the Board shall consist of seven members without deputies. The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, that Peter Hamberg, Eva Leach, Pontus Lindwall and Johan Lundberg shall be re-elected as members of the Board of Directors and that Eva de Falck, Louise Nylén and Tristan Sjöberg shall be elected as new members of the Board of Directors. The Nomination Committee proposes that Johan Lundberg is re-elected as the Chairman of the Board. Fredrik Carlsson has declined re-election.
Information regarding the candidates nominated by the Nomination Committee for election as Board Members is available on the Company's website www.betssonab.com.
It is proposed that board fees shall be paid with an unchanged amount of SEK 470,000 to each Board Member and SEK 940,000 to the Chairman of the Board. In addition, the Nomination Committee proposes a total fee of SEK 255,000 to the members of the Audit Committee, of which SEK 125,000 shall be allotted to the Chairman of the Audit Committee and a total fee of SEK 225,000 to the members of the Remuneration Committee, of which SEK 110,000 shall be allotted to the
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

Chairman of the Remuneration Committee. This means that the board fees amount to, in total, SEK 3,770,000. Pontus Lindwall, in his capacity as CEO of Betsson AB, shall not receive any board fees.
The Nomination Committee proposes re-election of the auditing firm PricewaterhouseCoopers AB as the Company's auditor for the period up to the end of the 2023 Annual General Meeting. The Nomination Committee's proposal is aligned with the Audit Committee's recommendation.
The Nomination Committee proposes that the auditor shall be renumerated based on invoices approved by the Company.
The Nomination Committee proposes that the Annual General Meeting resolves to adopt the following instructions for the Nomination Committee. The instruction, which also specifies how the Nomination Committee is to be appointed, is proposed to apply until the Annual General Meeting decides to adopt a new instruction for the Nomination Committee.
The Nomination Committee shall consist of members appointed by the three largest shareholders in terms of votes or known shareholder groups in the Company. If any of the three largest shareholders or known shareholder groups waive their right to appoint a member to the Nomination Committee, the next shareholder or known shareholder group in order of magnitude shall be given the opportunity to appoint a member to the Nomination Committee. The CEO or another person from the Company's management shall not be a member of the Nomination Committee. The Chairman of the Board shall not be part of the Nomination Committee's work. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed.
The Nomination Committee shall be constituted based on known ownership of the Company as of 31 August. In the event of major changes in the shareholding of the Company after the establishment of the Nomination Committee, the composition of the Nomination Committee may be changed in accordance with the above principles. Such changes shall be made public immediately.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Nomination Committee shall prepare and at the Annual General Meeting present proposals regarding the election of Chairman of the Board of Directors along with other members of the Board of Directors, remuneration of the members of the Board of Directors divided between the Chairman and other members and, where appropriate, compensation for work in committees, election of and fees to the auditors, establishment of the principles regarding election of the Nomination Committee if changes to the existing principles are proposed, and election of Chairman at the Annual General Meeting.
The Nomination Committee shall, upon approval by the Chairman of the Board of Directors, be entitled to burden the Company with costs, for example in respect of recruitment consultants or other costs necessary for the Nomination Committee to fulfil its duties.
This instruction is valid until the General Meeting decides to adopt a new instruction.
The Guidelines on Remuneration for Senior Executives were approved at the 2020 General Meeting. According to Chapter 8, 53 a §, of the Swedish Companies Act (2005:551) (Sw: aktiebolagslagen), the Board shall produce a report for paid and outstanding remuneration covered by the guidelines for each financial year. The Remuneration Report shall be submitted to the General Meeting for approval. The Board suggests that the General Meeting approve the Remuneration Report for the financial year 2021.
The report will be available on the Company website, www.betssonab.com, as of 19 April 2022.
The Board of Directors proposes that the General Meeting resolve that two incentive schemes shall be set up whereby the Company invites 16 of the Group's Senior Executives and other key personnel to either buy transferable call options in the Company as set out under item 15 a) or be allotted employee stock options in the Company as set out under item 15 b) below.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The motive for the proposed incentive schemes is to create the conditions for retaining and recruiting competent personnel to the Group, increase motivation among the employees, promote Company loyalty, align managements' and shareholders' interests and thereby increase shareholder value and long-term value-growth in the Company.
In light of the above, the Board of Directors assesses that the adoption of the schemes as below will have a positive effect on the Group's future development and will, consequently, be beneficial for both the Company and the shareholders.
Betsson AB's Remuneration Committee has drafted the incentive schemes in consultation with external advisors and major shareholders. The incentive schemes have been reviewed and approved by the Board of Directors during the Board meetings held in the first quarter of 2022.
The proposed incentive schemes are supported by the Company's major shareholders.
The Board of Directors proposes that the General Meeting resolve that an incentive scheme is implemented whereby the Company invites five of the senior executives to buy call options in the Company at market value (the "Call Option Scheme").
The Call Option Scheme is mainly intended for senior executives in Sweden, although it is proposed that the Board of Directors shall be authorised to resolve that employees abroad also may be invited to buy call options.
The number of call options issued under the Call Option Scheme shall not exceed 794,000, equivalent to a dilution effect of approximately 0.6 percent of the share capital and approximately 0.3 percent of the votes in the Company.
(i) The call options shall be issued in two series, series A and series B, and will be offered to senior executives within the Group. The CEO can acquire a maximum
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

of 160,000 series A options and a maximum of 144,000 series B options. Other participants in the Call Option Scheme can acquire a maximum of 100,000 series A options and a maximum of 90,000 series B options.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Company shall reserve the right to repurchase call options in the event the participant's employment in the Group is terminated or in the event the holder wishes to transfer their call options.
The Company's total costs for the Call Option Scheme, in the form of the cost for the subsidy (including social security charges) at the time of the acquisition of series A options, are expected to amount to a maximum of SEK 4.1 million.
The Board of Directors' proposal would mean that the General Meeting would pass a resolution for the Company, in departure from the shareholders' preferential right, to transfer series B shares to the option holders at a set exercise price. Such transfers are covered by the provisions set out in Chapter 16 of the Swedish Companies Act, which means that a resolution on the Call Option Scheme is only valid if it is represented by at least nine tenths of both the votes cast and the shares represented at the General Meeting.
The Board of Directors proposes that the General Meeting resolve that an incentive scheme be set up for senior executives or key personnel who are employed abroad (the "Employee Stock Option Scheme").
The Board of Directors proposes that stock employee options be offered to a total of eleven senior executives and other key personnel who are employed abroad.
The number of options issued under the Employee Stock Option Scheme shall not exceed 2,166,000 options, corresponding to a dilution effect of approximately 1.5 percent of the share capital and approximately 0.8 percent of the votes in the Company.
Employees participating in the Employee Stock Option Scheme will receive a free allotment of Employee Stock Options. The options shall be issued in two series, series A and series B. The CEO for the Group's operations in Malta can acquire a maximum of 140,000 series A options and a maximum of 126,000 series B options. Other participants in the Employee Stock Option Scheme can acquire a maximum
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

of 100,000 options of series A and a maximum of 90,000 series B options. A prerequisite for granting series B options is that the participant makes a private investment in Betsson AB shares.
To be granted series B options in the Employee Stock Option Scheme, participants must own Betsson AB shares. These shares may either be held since earlier or purchased on the market at the time notification to participate in the Employee Stock Option Scheme is given with regards to Employee Stock Options in series B. Where an employee is already participating in an earlier employee stock option scheme, the shares held since then shall cover both the earlier and the new employee stock option scheme, if the employee does not decide to leave the earlier scheme. The private investment for each series B option granted shall be at least equal to the amount of the option premium that would have been paid if participants had instead participated in the Call Option Scheme.
The employee stock options may be utilised to purchase series B shares in the Company in the period from 8 September 2025 to 26 September 2025 inclusive. Provided that the participant is still employed in the Group at the time the options are utilised, each employee stock option entitles the employee to purchase a series B share in the Company at an exercise price equivalent to 130 percent of the average price paid for the Company's series B share on Nasdaq Stockholm for the period from 22 August 2022 to 28 August 2022 inclusive. Furthermore, the participant must have kept the initial investment in Betsson AB shares to be able to utilise the employee stock options.
The Board of Directors, or a Remuneration Committee appointed within the Board, shall be responsible for more detailed formulation of the Employee Stock Option Scheme within the framework of the above-stated terms and guidelines. Within this context, the Board of Directors shall have the right to adjust to meet any special rules or market requirements abroad. The Board of Directors shall also have the right to adjust the Employee Stock Option Scheme in the event of significant changes within the Group or its environment, which mean that terms established for the Employee Stock Option Scheme are no longer suitable.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

Furthermore, should special reasons exist, the Board of Directors shall be able to resolve that the options can be retained and utilised if employment in the Group is terminated due to, for example, illness.
The Employee Stock Option Scheme will be reported in accordance with IFRS 2, which means that the value is written off as a personnel cost over the earning period. Assuming a share price of SEK 56.80 (closing price for the Company's series B share on 25 March 2022), maximum participation and an annual staff turnover of 10 percent among participants in the Employee Stock Option Scheme, the cost of the Employee Stock Option Scheme is calculated at a maximum of SEK 4.7 million. The cost is spread over the years 2022 – 2025.
To limit the employee stock options' value and, therefore, the Company's costs, the terms of the Employee Stock Option Scheme shall contain a provision that sets out that a participant may not utilise more options than the point at which the total value of these utilised options at the time of utilisation is equivalent to the allotted number of options multiplied by 130 percent of the latest price paid for the Company's B series share on Nasdaq Stockholm at the time the Employee Stock Option Scheme is launched on 7 September 2022. The ceiling is equivalent to a rise in the price from launch of 260 percent and a doubling of the price from the exercise price level.
The Board of Directors' proposal would mean that the General Meeting would pass a resolution for the Company, in departure from the shareholders' preferential right, to transfer series B shares to the Option holders at the set exercise price. Such transfers are covered by the provisions set out in Chapter 16 of the Swedish Companies Act, which means that a resolution on the Employee Stock Option Scheme is only valid if it is represented by at least nine tenths of both the votes cast and the shares represented at the General Meeting.
The annual cost of the Employee Stock Option and Call Option Schemes, including financing costs and social contributions, is calculated at approximately SEK 2,9 million based on the above-stated criteria. This cost can be compared to the
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

Group's total personnel costs, including social contributions, of SEK 963.4 million for 2021.
For information on Betsson AB's existing share-related inventive schemes, reference is made to the Annual and Sustainability Report for 2021, note 7.
Allocation of employee stock options may only take place to the extent that the total number of options under the Employee Stock Option and Call Option Schemes amounts to a maximum of 2,960,000 options, corresponding to a dilution effect of approximately 2.1 percent of the share capital and 1 percent of the Company's votes after dilution.
To ensure the provision of the Company's series B share in accordance with the Employee Stock and Call Option Schemes, the Board of Directors will convert the required number of C shares currently held by the Company to B shares. These shares will then be transferred to the participants in accordance with the Employee Stock Option and Call Option Schemes.
The Board of Directors proposes that the Annual General Meeting resolve that no more than 2,960,000 B shares can be transferred to participants in accordance with the terms of the Employee Stock Option Scheme and Call Option Schemes.
The Board of Directors proposes two separate automatic redemption procedures. The proposal under this item relates to the first of these two procedures (the "First Redemption Procedure"). The proposals for the second redemption procedure can be found under item 17 (the "Second Redemption Procedure").
The Board proposes that the Annual General Meeting, regarding the First Redemption Procedure, resolves in accordance with the proposal below.
It is proposed that the resolutions under items a) to c) are passed together as one resolution. For the resolution to be valid, in accordance with the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Board of Directors proposes that the Annual General Meeting resolves on a share split, where an existing share in Betsson AB (regardless of share type) is split into two shares. One of these shares will be a "redemption share". The Board of Directors proposes that the record date for a share split is 19 May 2022.
The Board of Directors proposes that the share capital be reduced by EUR 4,701,811.095492 by withdrawing 15,911,000 series A shares, 121,571,405 series B shares and 5,247,433 series C shares for repayment to the shareholders. The shares which are to be withdrawn comprise the shares which, after shares have been split as set out under item 16 a) above, are called redemption shares. Where the Board of Directors utilises an existing authorisation to issue shares, the number of shares covered by redemption can increase. Where such a subscription for new shares takes place before the record date for a share split as set out under item 16 a) above, the proposed resolution on a reduction in the share capital shall be considered adjusted such that the reduction amount shall increase by EUR 0.0329420 for each new share in the Company. Furthermore, the number of shares subject to withdrawal shall be increased by a corresponding number of new shares. Where utilisation takes place according to existing incentive schemes before the record date for a share split, the number of series B shares will increase, and the number of series C shares will decrease as a result of the Board of Directors' resolution to convert series C shares to series B shares. In the event of such a conversion, the number of series B shares subject to redemption as above shall increase by the number of shares that the Board of Directors resolves to convert. Correspondingly, the number of series C shares as set out above shall decrease.
The payment for each redemption share shall be SEK 1.97, which, after a completed redemption of shares means that the payment exceeds the share's par value by EUR 0.157220, based on the exchange rate in SEK/EUR as of 25 March 2022. Any withdrawn redemption shares of series A, series B, and series C held by the Company shall be withdrawn without payment, whereby the share capital is reduced for allocation as non-restricted equity. If at the time of redemption, the Company is still the holder of the number of shares that the Company currently
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

holds, i.e., 681,233 series B shares and 5,247,433 series C shares, the redemption proceeds will amount to approximately SEK 269.5 million. The Board of Directors proposes that trading in redemption shares take place during the period from 23 May 2022 to 7 June 2022 inclusive. The Board of Directors furthermore proposes that the record date for withdrawing redemption shares be 10 June 2022. Payment is calculated to be made through Euroclear Sweden AB around 15 June 2022.
To achieve a timely redemption procedure without requiring permission from the Swedish Companies Registration Office or ordinary court, the Board of Directors proposes that the Company's share capital be restored to at least its original amount by increasing the Company's share capital by EUR 4,718,358.2125085 through a bonus issue without issuing new shares but by instead transferring from the Company's non-restricted equity to the Company's share capital. If the Board of Directors utilises existing authorisation to issue shares, entailing a subscription for new shares before the record date for a share split as set out under item 16 a) above, the proposed resolution on an increase in the share capital through a bonus issue shall be considered adjusted such that the issue amount shall increase by EUR 0.066 for each new share in the Company.
The Board of Directors proposes, in addition to the First Redemption Procedure proposal under item 16, that the Annual General Meeting decides on the Second Redemption Procedure in accordance with the below. The Annual General Meeting's decision on an automatic redemption procedure in accordance with items 17 a) to c) is dependent on the Annual General Meeting's approval and registration of the Board's proposal on the First Redemption Procedure under item 16 a) to c).
It is proposed that the resolutions under items 17 a) to c) are passed together as one resolution. For the resolution to be valid, in accordance with the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Board of Directors proposes that the Annual General Meeting resolves on a share split, where an existing share in Betsson AB (regardless of share type) is split into two shares. One of these shares will be a "redemption share". The Board of Directors proposes that the record date for a share split is 12 September 2022.
The Board of Directors proposes that the share capital be reduced by EUR 4,710,084.654 by withdrawing 15,911,000 series A shares, 121,571,405 series B shares and 5,247,433 series C shares for repayment to the shareholders. The shares which are to be withdrawn comprise the shares which, after shares have been split as set out under item 17 a) above, are called redemption shares. Where the Board of Directors utilises an existing authorisation to issue shares, the number of shares covered by redemption can increase. Where such a subscription for new shares takes place before the record date for a share split as set out under item 17 a) above, the proposed resolution on a reduction in the share capital shall be considered adjusted such that the reduction amount shall increase by EUR 0.033 for each new share in the Company. Furthermore, the number of shares subject to withdrawal shall be increased by a corresponding number of new shares. Where utilisation takes place according to existing incentive schemes before the record date for a share split, the number of series B shares will increase and the number of series C shares will decrease as a result of the Board of Directors' resolution to convert series C shares to series B shares. In the event of such a conversion, the number of series B shares subject to redemption as above shall increase by the number of shares that the Board of Directors resolves to convert. Correspondingly, the number of series C shares as set out above shall decrease.
The payment for each redemption share shall be SEK 1.97, which, after a completed redemption of shares means that the payment exceeds the share's par value by EUR 0.157162, based on the exchange rate in SEK/EUR as of 25 March 2022. Any withdrawn redemption shares of series A, series B, and series C held by the Company shall be withdrawn without payment, whereby the share capital is reduced for allocation as non-restricted equity. If at the time of redemption, the Company is still the holder of the number of shares that the Company currently
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

holds, i.e., 681,233 series B shares and 5,247,433 series C shares, the redemption proceeds will amount to approximately SEK 269.5 million. The Board of Directors proposes that trading in redemption shares take place during the period from 14 September 2022 to 27 September 2022 inclusive. The Board of Directors furthermore proposes that the record date for withdrawing redemption shares be 30 September 2022. Payment is calculated to be made through Euroclear Sweden AB around 5 October 2022.
To achieve a timely redemption procedure without requiring permission from the Swedish Companies Registration Office or ordinary court, the Board of Directors proposes that the Company's share capital be restored to at least its original amount by increasing the Company's share capital by EUR 4,710,084.654 through a bonus issue without issuing new shares but by instead transferring from the Company's non-restricted equity to the Company's share capital. If the Board of Directors utilises existing authorisation to issue shares, entailing a subscription for new shares before the record date for a share split as set out under item 17 a) above, the proposed resolution on an increase in the share capital through a bonus issue shall be considered adjusted such that the issue amount shall increase by EUR 0.066 for each new share in the Company.
The Board of Directors proposes that the General Meeting pass a resolution authorising the Board of Directors to purchase shares up until the next Annual General Meeting, on one or more occasions, to a total amount such that the Company's holding at no time exceeds 10 percent of all shares in the Company. Purchases shall be made on a regulated market where shares in the Company are listed and may only take place at a price within the price range registered at any given time, where the range is considered to be between the highest buy price and lowest sell price, or through a purchase offer aimed at all shareholders, where the purchase shall be made at a price which, at the time of the resolution, is equivalent to at least the applicable market value and at most 150 percent of the applicable market value.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

It is furthermore proposed that the Board of Directors be authorised, in a departure from the shareholders' preferential right, to pass a resolution to transfer the Company's own shares as settlement for the acquisition of a company or business at a price equivalent to the market value at the time of transfer.
The authorisation to transfer own shares shall be limited such that the Board of Directors may not resolve to transfer more than 14.3 million series B shares, where any new shares the Board of Directors has resolved to issue based on authorisation as set out under item 19 below are taken into consideration.
The authorisations aim at giving the Board of Directors more room to manoeuvre in its work with the Company's capital structure, and at creating flexibility in the Company's opportunities to acquire companies or businesses.
For a resolution to be valid in accordance with the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.
The Board of Directors proposes that the General Meeting pass a resolution authorising the Board of Directors, on one or more occasions, up until the next Annual General Meeting, with or without departure from the shareholders' preferential right, against cash payment, capital contributed in kind or by set-off, to issue shares and/or convertibles, which means the issue or conversion of a maximum total of 14.3 million series B shares, corresponding to a dilution of approximately 10.0 percent of the capital and approximately 5 percent of the votes.
The authorisation as set out above shall be limited such that the Board of Directors may not resolve to issue shares and/or convertibles, which means the issue or conversion of a maximum total of 14.3 million series B shares, where any shares the Board of Directors has resolved to transfer based on authorisation as set out under item 18 above shall also be taken into consideration.
The aim of the authorisation is to increase the Company's financial flexibility and to be able to make payments with own shares and/or convertibles in connection
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

with any acquisitions of companies or businesses that the Company may make, and to regulate any supplementary purchase prices in connection with such acquisitions. Cash issues, in departure from the shareholders' preferential right, may only be made to finance purchase prices to be paid in cash in connection with an acquisition of a company or business. Set-off issues, in departure from the shareholders' preferential right, may only be made in connection with the regulation of supplementary purchase prices because of acquiring a company or business. For issues where departure is made from the shareholders' preferential right, the basis for establishing the issue price shall be the prevailing market conditions at the time when shares and/or convertibles are issued.
For a resolution to be valid in accordance with the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.
The Board of Directors proposes that the Annual General Meeting approve an updated Articles of Association. The main amendments and the rationale behind such are set out below. In addition to the main proposals below, some minor adjustments are also proposed.
| 1. | Current wording | Proposed wording |
|---|---|---|
| The Company's business name is Betsson AB (publ). |
The Company's business name is Betsson AB (publ). |
As the term "business name" has been replaced by a similar term in Swedish in the new Act on company names (2018:1653), the Board proposes that it is changed so that "company name" is replaced by this new, similar, term (only applicable for the Swedish version, no change proposed to the English version).
| 4. | Current wording | Proposed wording |
|---|---|---|
| The Company's share capital shall comprise of a minimum of 40 million SEK, and a maximum of 160 million SEK. |
The Company's share capital shall comprise of a minimum of EUR 4,500,000 and a maximum of EUR 18,000,000. |
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

Due to the Company's change of reporting currency to euro, which was decided by the Annual General Meeting 2021, the Board proposed that the currency is also amended to euros in the Articles of Association. Furthermore, an increase in the Company's share capital is proposed in order to adapt the share capital's limits to the current share capital.
| 7. | Current wording | Proposed wording |
|---|---|---|
| Class C shares held by the Company shall, after decision by the Board, be converted into Class B shares. The conversion shall be reported for registration without delay and will become effective when such registration has taken place. Any shareholder or administrator, whose name, on the appointed record day, is registered in the shareholders' register and in a CSD register according to Chapter 4 of the Financial Instruments Accounts Act (1998:1479), or whose name is recorded in a control account according to Chapter 4, 18 §, first paragraph 6-8 of the above mentioned act, shall be entitled to exercise the rights pursuant to Chapter 4, 39 § of the Swedish Companies Act (2005:551). |
Class C shares held by the Company shall, after decision by the Board, be converted into Class B shares. The conversion shall be reported for registration without delay and will become effective when such registration has taken place. Any shareholder or administrator, whose name, on the appointed record day, is registered in the shareholders' register and in a CSD register according to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or whose name is recorded in a control account according to Chapter 4, 18 §, first paragraph 6-8 of the above mentioned act, shall be entitled to exercise the rights pursuant to Chapter 4, 39 § of the Swedish Companies Act (2005:551). |
As the Act referred to in the paragraph has changed its name from Act (1998:1479) on the accounting of financial instruments to the Act (1998:1479) on central securities depositories and accounting of financial instruments, it is proposed that the reference to that Act in the Articles of Association is also updated.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

| 9. | Current wording | Proposed wording |
|---|---|---|
| The Board of Directors shall consist of a minimum of three, and a maximum of ten, members, with a maximum of five deputy members. |
The Board of Directors shall consist of a minimum of three, and a maximum of ten, members. |
It is proposed that the possibility of appointing Deputy Board Members is removed, as it, in accordance with norms for good corporate governance on the stock market, is not allowed to appoint deputy members to the Board Members elected by the Annual General Meeting.
| 10. | Current wording | Proposed wording |
|---|---|---|
| The Company shall have a minimum of one, and a maximum of two, authorised public accountants, with a corresponding number of deputy authorised public accountants. The assignment as auditor shall be valid until the end of the annual general meeting held during the second financial year after the auditor was appointed. |
The Company shall have a minimum of one, and a maximum of two, authorised public accountants, with a corresponding number of deputy authorised public accountants. The Company may also appoint one auditor if the auditor in question is a registered auditor company. |
Since the Company annually appoints one auditing company, it is proposed that the Articles of Association be amended accordingly.
| 14. | Current wording | Proposed wording |
|---|---|---|
| - | The Board of Directors may, prior to a General Meeting, decide that shareholders shall be able to exercise their voting rights by mail. Mail voting may be made by electronic means if the Board of Directors so decides. |
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Board proposes to add a possibility for the Board to decide that the shareholders, prior to the General Meeting, may exercise their voting rights by mail and by electronic means.
The Board of Directors proposes that the Board, or the person appointed by the Board, shall be authorised to decide on the minor changes to the General Meetings decision that may be required in connection with the registration of the decision with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
The Annual General Meeting's resolution presupposes that it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The complete proposed Articles of Association are available on the Company's website www.betssonab.com.
The Board's proposals on resolutions as stated above, the proposed Articles of Association, the Annual and Sustainability Report for 2021, the Nomination Committee's motivated opinion and information on the proposed Board Members are available at Betsson AB's office at Regeringsgatan 28 in Stockholm, Sweden, and on Betsson AB's website www.betssonab.com. The Remuneration Report for 2021, the auditor's opinions, the Board of Directors' statements and report, the information brochure regarding share redemptions etc., will be available at Company with the address as stated above and on the website www.betssonab.com as of 19 April 2022.
The documents are presented to the Annual General Meeting by being held available at Betsson AB's office at Regeringsgatan 28 in Stockholm, Sweden, and on Betsson AB's website www.betssonab.com. Copies of the documents will also be sent to those shareholders who so request and state their postal address or email address.
The share register for the General Meeting is available at the office of the Company located at the address stated above.
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

The Board of Directors and the CEO shall provide information about circumstances that may affect the assessment of a matter on the agenda, may affect the assessment of the Company's or a subsidiary's financial situation or concerns the Company's relation to another group company or consolidated accounts, if any shareholder requests so and the Board believes that this can be done without significant damage to the Company. Requests for such information must be delivered in writing by email to [email protected] or by letter to Betsson AB (publ), "AGM", Regeringsgatan 28, SE-111 53 Stockholm, Sweden, no later than 30 April 2022. The information will be made available on the website of the Company, www.betssonab.com, and at the main office of the Company at Regeringsgatan 28 in Stockholm, Sweden, no later than 5 May 2022.
As of 8 April 2022, there are in total 142,729,838 shares in the Company, representing in total 285,928,838 votes, split into 15,911,000 series A shares, representing 159,110,000 votes, 121,571,405 series B shares, representing 121,571,405 votes, and 5,247,433 series C shares, representing 5,247,433 votes. As of the same date, the Company holds 681,233 series B shares and 5,247,433 series C shares, which may not be represented at the Annual General Meeting.
Information on how your personal data is processed is available at https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_3011202 0.pdf.
Stockholm, April 2022 The Board of Directors
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |

For further information, contact:
Johan Lundberg, Chairman of the Board, phone number +46 (0)8 506 403 00
Fanny Mannheimer, Legal Counsel, phone number +46 (0)763 28 83 82 and email [email protected]
| POSTAL AND | TELEPHONE | REGISTERED OFFICE | CO. REG. NO. | |
|---|---|---|---|---|
| VISITORS ADDRESS | FAX | WEBSITE | VAT REG. NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.