Today, May 6th 2020, the Annual General Meeting (AGM) of Aspire Global adopted the Consolidated Financial Statements for the 2019 fiscal year, discharged the Board of Directors and CEO from liability and re-elected the Board of Directors and the Chairman until the end of the next AGM. The AGM also resolved on four extraordinary resolutions related to the procedures for General Meetings and the authorization of the Company to acquire its own shares, including the required amendments of the Company’s articles of association. The attendants at the AGM represented 68.4% of the votes in the company.
VENUE FOR THE AGM AND ELECTORAL REGISTER
Aspire Global’s Annual General Meeting 2020 took place at Aspire Global’s Head Office in Malta. Due to the current Covid-19 pandemic, shareholders participated remotely while formal attendance and voting was done by proxy. The meeting was attended by shareholders holding a total of 31,775,290 shares, which represents 68.4% of the issued share capital and votes in the company. Also the attending Board members, apart from Fredrik Burvall who didn’t attend, participated remotely.
CONSOLIDATED FINANCIAL STATEMENTS AND DISCHARGE FROM LIABILITY
The AGM resolved to adopt the Consolidated Financial Statements for the 2019 fiscal year and to discharge the Board of Directors and CEO from liability.
The meeting resolved not to declare any dividends for the 2019 fiscal year, in accordance with the Consolidated Financial Statements of the company for the 2019 fiscal year, and the recommendation as set forth in the Annual Report.
THE BOARD OF DIRECTORS – MEMBERS AND FEES
The meeting resolved that the number of Board members should remain the same, five (5) members. Current Board members Carl Klingberg (Chairman), Fredrik Burvall, Aharon Aran, Tsachi Maimon (CEO) and Barak Matalon were re-elected as Board members for the period until the end of the next annual general meeting. Carl Klingberg was re-elected as Chairman of the Board.
The meeting also resolved on the fees for the Board, which remained the same as last year: the aggregate amount for one year payable to the Board members for carrying out their duties shall not exceed €300 thousand. This amount does not include fees to Tsachi Maimon for his duties as CEO of the company, which shall not exceed €600 thousand (base salary and variable remuneration).
AUDITOR – ELECTION AND FEES
The meeting re-elected current auditor BDO for the period until the end of the next annual general meeting and approved the Board’s proposal according to which the auditor’s fees shall be payable in accordance with approved invoices.
AMENDMENT OF THE ARTICLES OF ASSOCIATION TO PERMIT “HYBRID” GENERAL MEETINGS
The AGM resolved to amend the articles of association of the Company to permit “hybrid” general meetings, enabling shareholders to attend and participate in person (in the main location) or virtually by digital means. The amendment does not enable fully virtual meetings and the present intention of the Board of Directors is to continue to hold physical general meetings, while giving the shareholders an opportunity to attend virtually.
AMENDMENT OF THE ARTICLES OF ASSOCIATION TO AUTHORIZE THE PURCHASE OF OWN SHARES
The AGM resolved to amend the articles of association to authorize the Company to acquire its own shares (share buyback). To allow the company to acquire its own shares while being listed on Nasdaq First North Growth Market Premier, clause 4.1 of the Company’s Articles of Association had to be changed as proposed in the notice.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO PURCHASE UP TO 4,643,427 OF THE COMPANY’S ISSUED AND OUTSTANDING SHARES (THE “SHARE BUYBACK PROGRAM”)
The AGM resolved to authorize the Board of Directors to purchase, by any means, up to 4,643,427 of the Company’ s issued and outstanding shares, corresponding to approximately 10% of the total number of issued shares as at the date of the Notice of annual general meeting. The objective of the buyback is to optimize and improve the capital structure of the Company, thereby creating added value for the Company’s shareholders. Following such buybacks, the intention of the Board of Directors is to either cancel the shares or transfer the shares to employees under the existing share option plans. The Board’s decision to exercise this authority to purchase the Company’s ordinary shares will depend on number of factors, including the Company’s share price and other investment opportunities.
The authority to buy shares conferred by this extraordinary resolution shall expire on the date for the 2021 annual general meeting, but shall in any case not exceed 18 months from the AGM 2020. Full terms of the share buyback program are included in the notice of the AGM.
AMENDMENT OF THE ARTICLES OF ASSOCIATION TO REFLECT THE RECENT CHANGES IN THE MANNER IN WHICH A NOTICE CAN BE PUBLISHED
The AGM resolved to remove the requirement for a notice to be published in the Swedish Official Gazette (Swedish: Post och Inrikes Tidningar) as it is no longer possible for the Company to do so. No changes are proposed to the other requirements for a notice, i.e. to be published on the Company’s webpage in English and in Swedish and to announce in newspaper Dagens Industri that a notice to attend a general meeting has been issued.
ABOUT THIS INFORMATION
The information was submitted for publication by the contact persons above at 10:30 pm (CEST) on May 6th 2020. This document is the English original. In the event of any discrepancy between the original English document and the Swedish translation, the English original shall prevail.
ABOUT ASPIRE GLOBAL
Aspire Global is a B2B-provider for iGaming, offering companies everything they need to operate a successful iGaming brand for casino, sports and bingo. The B2B-offering comprises a robust technical platform and games. The platform is offered solely or combined with a range of services. The games include supply of proprietary titles and a hub for third-party games. In addition to the B2B-offering, Aspire Global operates several B2C-brands, including Karamba, the best showcase for the strength of the B2B-offering. The Group operates in several regulated markets including Denmark, Gibraltar, Ireland, Malta, Portugal, Romania, Sweden, the UK and the US. Offices are located in Malta, Israel, Bulgaria, Kiev, India and Gibraltar. Aspire Global is listed on Nasdaq First North Premier Growth Market under ASPIRE. Certified Advisor: FNCA Sweden AB, email@example.com, +46-8-528 00 399.
Please visit www.aspireglobal.com.