The shareholders of Aspire Global Plc (the “Company”) are hereby invited to the Annual General Meeting (the “AGM”) of the Company which will be held on Tuesday, 14th May 2019 at 14:00 at Pareto Securities offices, Berzelii Park 9 in Stockholm, Sweden.
Right to Participate and Notice of Attendance
Shareholders who wish to attend the AGM must:
• be entered in the register of shareholders held by Euroclear Sweden AB on 8th May 2019 (the record date); and
• notify the Company of their intention to participate in the AGM by not later than by 9th May 2019.
Notifications of attendance at the AGM shall be made in writing to the Company by sending an email to email@example.com or by post at the following address: Aspire Global Plc – Annual General Meeting; Level G, Office 1/5086; Quantum House, 75 Abate Rigord Street; Ta’ Xbiex XBX 1120; Malta.
In the notification of attendance, shareholders must state their name, personal identification number or corporate registration number, nationality or country of incorporation, address, telephone number, email address, name of any accompanying advisor (not more than two) and number of shares held.
Shareholders whose shares are registered through a nominee must request a temporarily registration of their shares in their own name with Euroclear Sweden AB to be able participate in the AGM. Such temporary registration must be completed by 8th May 2019, and the nominee must thus be informed well in advance of this date.
A shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on its/his/her behalf. A proxy does not need to be a shareholder of the Company. The shareholders wishing to participate at the AGM via proxy are, in addition to the aforementioned information, required to submit a duly filled in and signed proxy form. The proxy forms will be available from the Company’s website (www.aspireglobal.com/investors). If the shareholder is an individual, the proxy form needs to be signed by him/her or his/her attorney, while if the shareholder is a corporation, the proxy form needs to be signed by a duly authorised officer of the corporation or an attorney. Where a proxy form is signed on behalf of the shareholder by an attorney, evidence of the validity of the power of attorney must be presented.
The original signed proxy form and, where the shareholder is a corporation, a certified copy of a certificate of registration, certificate of good standing or a similar document evidencing the signatory right of the officer signing the proxy form, must be received by the Company no later than 48 hours before the time appointed for the holding of the annual general meeting at the: Aspire Global Plc – Annual General Meeting; Level G, Office 1/5086; Quantum House, 75 Abate Rigord Street; Ta’Xbiex XBX 1120; Malta. Shareholders wishing to participate via proxy are therefore encouraged to send their proxy forms and, if required, document evidencing the signatory right of the person singing the form, as soon as possible.
Shareholders or their authorised representatives or proxies must present their personal identification document for verification purposes to be allowed to attend and vote at the AGM. Where a shareholder is a corporate entity, in addition, a certified copy of a certificate of registration, certificate of good standing or other document evidencing the representation right of the person attending the AGM must be presented for the representative to be allowed to attend and vote at the AGM.
1. Opening of the annual general meeting;
2. Election of a chairman of the annual general meeting;
3. Preparation and approval of the list of members and representatives present at the annual general meeting and the number of shares and votes represented by each of them;
4. Approval of the proposed agenda of the annual general meeting;
5. Election of one or two person(s) to check and sign the minutes together with the chairman;
6. Determination of whether the annual general meeting has been duly convened;
7. Statement by the chief executive officer of the Company;
8. Presentation of the Annual Report and the Auditor’s Report for the Company and consolidated Report for the Group;
9. Resolution to approve and adopt the Financial Statements of the Company and the Consolidated Financial Statements of the Group;
10. Resolution on allocation of the Company’s profit in accordance with the adopted Balance Sheet;
11. Resolution to discharge from liability the members of the Board of Directors and the Chief Executive Officer;
12. Determination of the number of members of the Board of Directors of the Company;
13. Determination of the fees for the members of the Board of Directors and the auditors;
14. Election of the members of the Board of Directors;
15. Appointment of the auditor; and
16 Closing of the meeting.
Election of a chairman of the annual general meeting (Agenda item 2)
It is proposed that Carl Klingberg, chairman of the Board of Directors of the Company (the “Board”), is appointed as chairman of the annual general meeting.
Approval of the Financial Statements of the Company and the Consolidated Financial Statements of the Group (Agenda item 9)
The Board approved and recommends to the shareholders to approve as presented Financial Statements of the Company and the Consolidated Financial Statements of the Group, the Director’s Report and the Auditors’ Report for the financial year ending 31st December 2018.
Distribution of dividends by the Company (Agenda item 10)
The Board proposes, in accordance with the Financial Statements of the Company and the Consolidated Financial Statements of the Group for the year ended 31st December 2018, and in accordance with the recommendation as set forth in the Annual Report, that the shareholders of the Company approve the payment of dividend of SEK 1.27 per share for the financial year ending 31st December 2018. The Board further proposes that the record date for dividend is 16th May 2019.
Determination of the number of Board members (Agenda items 12)
It is proposed that the number of directors is not changed and the Board is composed of five (5) members.
Determination of the fees for the members of the Board and the auditor (Agenda item 13)
It is proposed that the aggregate amount for one year payable to the Board members (excluding fees payable to Tsachi (Isaac) Maimon for his duties as CEO of the Company) for carrying out their duties shall not exceed EUR 300,000, while the aggregate gross amount for one year payable to Tsachi (Isaac) Maimon for his duties as CEO of the Company shall not exceed EUR 550,000 (base salary and variable remuneration). It is further proposed that the auditor’s fees shall be payable in accordance with approved invoices.
Election of the Board members (Agenda item 14)
Carl Klingberg, Fredrik Burvall, Tsachi (Isaac) Maimon, Barak Matalon, and Aharon Aran, all presently members of the Board, will stand for re-election at the annual general meeting for the period until the end of the next annual general meeting. It is further proposed that Carl Klingberg is re-elected as Chairman of the Board.
Appointment of the auditor (Agenda item 15)
It is proposed that BDO is re-appointed as auditors of the Company.
The Company has 45,308,620 issued shares as of the date of this notice. Each share is giving a shareholder the right to one vote at the annual general meeting.
A copy of the Annual Report and the Financial Statements for the financial year ending 31st December 2018, the Company’s Articles of Association and proxy form are available on the Company’s website (www.aspireglobal.com/investors).
Collection and Use of Personal Data
Personal data submitted by the shareholders through notification of attendance or the proxy form in connection with their participation at the annual general meeting will be processed by the Company in accordance with the General Data Protection Regulation solely for the purposes of handling shareholders’ requests and organizing the annual general meeting. The company is obliged to hold an annual general meeting each year and requires personal data for the purpose of organizing the event. The collected personal data will be deleted by the Company following the annual general meeting. Any complaints with regards to the Company’s handling of personal data can be lodged with the Information and Data Protection Commissioner. For further information on how Aspire handles personal data, please contact us at DPO@aspireglobal.com.
Malta, April 2019
Aspire Global Plc
Board of Directors
For further information, please contact:
Tsachi Maimon, CEO, Tel: +356-79777898 or email: firstname.lastname@example.org
Motti Gil, CFO, Tel: +972-73 372 3154 or email: email@example.com
About Aspire Global
Founded in 2005, Aspire Global offers a full-service iGaming solution for operators and white labels. The robust, market-leading platform includes a complete suite of services for casino and sportsbook, such as multilingual CRM, payments and risk control, support call center, VIP management and acquisition optimization. Aspire Global also holds licenses in regulated markets including the UK, Denmark, Sweden and Malta. The company is registered in Malta with company registration number C 80711 and listed on Nasdaq First North Premier Stockholm under ASPIRE. Certified Adviser: FNCA AB, Sweden. Please visit Aspireglobal.com