MR GREEN & CO ÅRSREDOVISNING Annual Report mr green & co ab (publ)

Transcription

1 Annual Report 2015 mr green & co ab (publ)

2 Mr Green & Co Mr Green & Co AB owns, acquires and develops leading online gaming companies. The company s main asset is the online casino company Mr Green Ltd. The company s shares have been listed on the AktieTorget stock exchange since GREEN GAMING Green Gaming is about more than responsible gaming. For Mr Green online casino games are about entertainment and respect in a safe and reassuring environment. Contents 2 Message from the CEO 4 Vision, goals and strategy 6 Market trends 8 Our business 10 Shares and shareholders 11 Four-year summary 12 Sustainability 14 Corporate Governance Report 18 Board of Directors 20 Management 22 Directors Report 26 Consolidated income statement 26 Consolidated statement of comprehensive income 27 Consolidated balance sheet 28 Consolidated statement of changes in equity 29 Consolidated statement of cash flows 30 Parent company income statement 31 Parent company balance sheet 32 Parent company statement of changes in equity 33 Parent company statement of cash flows 34 Notes 49 Auditor s Report 50 Definitions 51 Annual General Meeting and other information 52 Mr Green A unique concept In the event of any discrepancies between the Swedish and the English Annual Report, the former should have precedence.

3 MR GREEN & CO ANNUAL REPORT 2015 Significant events during the year Mr Green received a gaming license in the United Kingdom, Europe s largest gaming market. Mr Green acquired the operations of Mybet Italia Srl and the Italian lottery authority AAMS approved Mr Green as licensee, enabling the company to initiate the process of establishing itself in Europe s second largest gaming market. An upgraded technical platform was implemented, enabling shorter development cycles and faster releases. A new responsive web platform for mobile and web applications, an ios app for iphone and ipad and a new app for Android phones and tablets were launched and were well received by the customers. The Board gave mandate to management to investigate a possible listing of Mr Green s shares on Nasdaq Stockholm in Mr Green contested Austrian tax laws and initiated an appeal process relating to the company s tax liability in Austria, both in Austria itself and at the European Commission. For the third year running Mr Green was named Online Casino Operator of the Year at the International Gaming Awards. Per Norman was appointed President and CEO of Mr Green & Co and took up his postition at the Annual General Meeting on 23 April GAME WIN BY REGION, SEKm GAME WIN BY REGION, % GAME WIN AND EBITDA BEFORE NON RECURRING ITEMS, SEKm % % 46% Pro forma Pro forma Nordics Rest of Europe Rest of world Nordics Rest of Europe Rest of world Revenue EBITDA before non-recurring items Y (1) Z

4 MR GREEN & CO ANNUAL REPORT 2015 Mr Green continues to grow faster than the market 2015 was a financially strong and strategically important year for Mr Green. We grew at more than twice the rate of the market and implemented several strategic initiatives aimed at ensuring continued fast and sustainable growth. In 2015 total game win amounted to SEK (659.0) million, which is an increase by 20.3 per cent. By comparison, the European online gaming market is estimated to have grown by 9 per cent (H2GC, January 2016). Growth was strong outside the Nordic region, and the rest of Europe is now our largest market, which is in line with our strategy. We have thus increased our geographic risk diversification and established a broader base for developing new products and achieving cost synergies. WORLD-CLASS PRODUCTS An important initiative for the future was taken during the year with the development of a new technical platform. We also developed several new world-class products. We now have a new responsive web platform for mobile and web applications, an ios app for iphone and ipad, and a new app for Android phones and tablets. In token of our high level of technical expertise and world-leading product development, Mr Green was named Mobile Operator of the Year at the International Gaming Awards in early Competitive products have always been a key focus area for Mr Green Ltd. With the new technical platform, Mr Green will be able to offer new, innovative products and services at a faster pace. We have already initiated the development of the next generation of mobile technology and continuously analyse new consumer behaviours. Technical expertise and product development will remain priority areas with the aim of achieving competitive advantages. The foundation for our rapid growth is that we offer our customers a unique, attractive and exciting gaming experience that is also safe and secure. The Mr Green brand is an important asset for us, as it creates an exclusive relationship with our customers, who have strong brand loyalty. We believe strong brands that are able to build loyalty, relationships and trust among their customers will become even more important as society becomes increasingly digitalised. Through our brands, Mr Green and Garbo, we continue to build strong customer relationships. The safe and reassuring environment that Mr Green offers its customers is based on our long tradition of Green Gaming. For us, Green Gaming is about more than responsible gaming it is about safe entertainment in an appealing environment. Green Gaming is an ongoing initiative, and Mr Green s efforts to promote sustainability will continue through The goal is to further improve the safety and security of our players and to identify any gaming problems at an early stage. This will also give us clear competitive advantages as additional markets are being regulated. INCREASED REVENUES FROM REGULATED MARKETS In a positive development, we were able to shift our operations towards regulated markets to a greater extent in This is a key element of our strategy, as it reduces the risk and increases the predictability of our operations. Our revenues from regulated markets are expected to increase to significant levels within the next couple of years. This will reduce the risk and create wider opportunities for targeted marketing. While license costs are higher in regulated markets, these markets offer more robust, predictable and stable revenue streams. In March 2015 Mr Green received a license in Italy, our first license in a locally registered market. In June 2015 Mr Green also received a local license in the UK. While calling for regulations which create a level playing field for gaming companies, we also want to take a big social responsibility for the gaming services we provide. In countries with gaming monopolies Mr Green operates on the basis of its international license from Malta. During the year Mr Green Ltd took the decision to initiate an appeal process concerning its tax liability in Austria. The appeal is in progress both in Austria and at the European Commission. Assisted by a team of expert advisors, we are contesting the company s tax liability as a whole on several grounds. As a further precaution, we have chosen to recognise our ongoing tax expenses in Austria through the income statement as Y (2) Z

5 MR GREEN & CO ANNUAL REPORT 2015 of the third quarter of However, this should not be interpreted as a forecast of the outcome of the process. A more detailed description of the company s potential tax liability in Austria is provided on page 23 of this annual report. STRONG COST CONTROL EBITDA before non-recurring items increased by 1.4 per cent in 2015 to SEK (134.8) million. Despite our investments in new technology and products, our cost effectiveness improved during the year. We will continue to have a strong focus on internal efficiency and cost control. Marketing costs are our biggest expense item. With the aim of further improving our efficiency, we started working with data-based models during the year to increase our impact and precision. We are convinced that digital marketing coupled with continued product investments are crucial to future growth. To further accelerate our investments in the business in the current year, the Board of Directors of Mr Green & Co AB therefore proposes that no dividend be paid for the 2015 financial year. The opportunity to achieve leverage on our investments is deemed to be considerable and the potential growth is expected to be high. It is our firm intention to return to a normal payout ratio in the fiscal year In the first months of 2016 we also made the strategically important decision to broaden our product range with the addition of a sports book. This is a natural and important step for broadening our offering. A large number of our casino customers already bet on sports, and we see a big potential for Mr Green to grow also in this market. In February this year I also had the pleasure of announcing that Jesper Kärrbrik had been appointed CEO of Malta-based Mr Green Ltd. Jesper is a driven leader with long experience of online and gaming companies. He will take up his post after the summer. The current CEO, Bo Wänghammar, will continue to work in the Group. Bo has established a world-class organisation, product and platform. With this strong base and Jesper s focus on growth, we are well equipped to meet the coming years. LISTING ON NASDAQ STOCKHOLM For 2016 we have set a goal of listing the company s shares on the Nasdaq Stockholm exchange. This is a high-priority project, as a switch to Nasdaq Stockholm would enable Mr Green & Co to attract a broader group of investors. To all our motivated and committed employees I would like to say a big thank you for your tremendous efforts during the year. It is a privilege to be able to work in a Group that is so full of energy and creative ideas. At Mr Green we put the customer in first place, and this inspires everything that we do. At the same time it is stimulating to see how our deliberate focus on internal efficiency is helping to free up resources for developing our offering and strong brand. Our goal is to create value through organic growth as well as acquisitions. We are prepared to expand our portfolio of gaming companies if we believe the target companies can increase our growth and add new dimensions to the group. Our long-term goal of growing faster than the market remains. Strong brands, our technical platform and our new products along with motivated and professional employees create a robust basis for continued growth. All in all, 2016 will be an incredibly exciting year. We will be launching further new products in our markets. Our digital platform creates opportunities to develop the customer experience. We will also be launching a sports book, which will significantly broaden our concept. We continue to explore opportunities to establish a presence in new markets and, if there is a potential, we can also grow through acquisitions. Finally, we have set a goal of listing the company on Nasdaq Stockholm. With a team of individuals that is brimming with experience, energy and drive, the possibilities are endless. Per Norman CEO and President Y (3) Z

6 MR GREEN & CO ANNUAL REPORT 2015 Vision, goals and strategy Vision To be a significant global player and shape the future of the online gaming industry. Business concept Mr Green & Co owns, acquires and develops leading online gaming companies. Through our knowledge, robust growth, strong brands and active ownership we will create value for our shareholders. We strive to make our companies best in class and operate in a long-term sustainable way. The green way! Goals Faster growth than the market Generate good profitability and strong cash flows over time High customer loyalty Industry leader in sustainability Y (4) Z

7 MR GREEN & CO ANNUAL REPORT 2015 GROWTH MR GREEN S VALUE CREATION PROCESS CUSTOMER EXPERIENCE TECHNICAL PLATFORM BRANDS OPERATIONAL EFFICIENCY / SUSTAINABILITY Strategy GROWTH Mr Green & Co operates in the fast-growing global online gaming industry. We strive to grow faster than the market, with good profitability and strong cash flow generation. Our aim is to grow organically in our existing markets as well as through further geographic expansion, with an emphasis on locally re-regulated markets. We also aim to grow through acquisitions. UNIQUE BRANDS In the online gaming industry marketing costs account for a significant portion of a company s overall costs. The value of unique brands that work in several markets and the opportunity to create a unique relationship with the customer are crucial to achieving financial efficiency and establishing long-term customer relationships. Our brands, Mr Green and Garbo, are good examples of global, unique brands. THE CUSTOMER EXPERIENCE The customer experience is crucial to a long-term customer relationship. We offer our customers exciting entertainment and convey a sense of limited risk-taking in an environment that is safe and controlled. We aim to ensure that our products are at the forefront in terms of technological development, and that they are intuitive and reliable. Our ambition is to be viewed as innovators in the industry. TECHNICAL PLATFORM Operating on the basis of a common technical platform, we are able quickly and smoothly to implement new functions across all our brands, gaming devices and distribution channels. Our common platform is what enables us to achieve synergies in future acquisitions. OPERATIONAL EFFICIENCY Operational efficiency is an approach of working continuously to create value. We do this by: making use of technology and data in decision-making being cost-effective focusing on value-creating activities constantly benchmarking our business SUSTAINABILITY At Mr Green we operate on the basis of a number of green principles: Green Gaming responsible gaming Green Environment responsibility for the environment Green Employment responsibility for being a motivating and engaging workplace Green Business responsibility in business We call this the Green Way and strive to be industry-leading in sustainability. Y (5) Z

8 MR GREEN & CO ANNUAL REPORT 2015 Market trends Smartphones and tablets are driving the strong growth in the global market for online gaming. In 2016 gaming on mobile devices is expected to grow by 23 per cent in Europe. People who own smartphones use the entertainment apps, which include gaming apps, the most. Industry research firm H2 Gambling Capital (H2GC) estimates that the global market for mobile gaming will be generating a game win of over EUR 20 billion within the next five years. This represents more than 5 per cent of the total global gaming market. In Europe the market for online casino games is expected to grow by around 12 per cent in 2016, according to H2GC, up from 9 per cent in The strong growth in mobile gaming is primarily due to growing ownership of smartphones and tablets. To date, some two billion smartphones have been sold worldwide, and by 2020 smartphone sales are expected to grow by around 15 per cent annually, according to industry research firm Juniper Research. At that point 70 per cent of the world s population is expected to own a smartphone. According to UN agency ITU World Telecommunications, smartphone owners are spending even more time on apps, and it is the entertainment apps, which include gaming apps, that are used most frequently. Already in 2017 mobile gaming is expected to account for nearly half of total online gaming in the world, and by 2018 mobile gaming is expected to have overtaken gaming on stationary computers by a wide margin. Betting accounts for about 70 per cent of the total mobile gaming market, according to H2GC. It has taken longer to adapt other games, such as casino games, to smartphones and tablets. Today around 65 per cent of casino games have been adapted for mobile and stationary devices. In the mobile gaming market casino games are currently the fastest growing segment. In 2013 casino games represented only 20 per cent of the total mobile gaming market but H2GC expects their share to grow to 25 per cent in 2016 and 30 per cent by In 2020 casino games and betting on mobile devices are expected to exceed the same types of gaming on stationary computers. AN IMPORTANT FACTOR THAT IS DRIVING THE GROWTH OF THE MARKET FOR ONLINE GAMING IS THE AVAILABILITY TOF SIMPLE AND SECURE PAYMENT SOLUTIONS has not declined. Instead, users are spending even more time online. Internet use continues to grow rapidly around the world. In 2015 Internet use on mobile devices overtook stationary Internet use in several countries. In Europe mobile use is growing rapidly. According to ITU World Telecommunications, 69.3 per cent of the population had access to mobile broadband in 2014, and already in 2015 the figure had increased to 78.2 per cent. In some European countries with high rates of mobile and data penetration growth is not as strong. As the number of people using the Internet increases so, too, is consumers trust in the Internet. In 2015 consumer trust in the Internet increased in 22 out of 32 European markets, according to consumer research firm Nielsen, with particularly sharp increases in Italy and the Czech Republic. Trust in the Internet is an important factor for online gaming and favours the trend in which gaming is moving from physical environments such as bars and casinos to the Internet. Online casinos have continued to capture market share from physical casinos. According to H2GC, around 90 per cent of gaming still takes place in physical environments, which points to the significant potential that still exists for online games. Another important factor that is driving growth in the market for online gaming is the availability of simple and secure payment solutions. Today there is a wide choice of payment options, ranging from card payments to bank transfers. INTERNET USE KEEPS GROWING Despite the ever growing number people that own smartphones and tablets, use of stationary computers A FRAGMENTED MARKET Competition in the European online gaming market has been intense for some time. The market is still Y (6) Z

9 MR GREEN & CO ANNUAL REPORT 2015 fragmented, and there is no single operator that has a high market share in Europe as a whole. There are, however, many operators with a big regional or national presence. Competition comes from private operators as well as listed companies and publicly held companies. Technologically, the barriers to market entry are low. What is required, however, are good products, a strong brand, a skilled workforce and effective marketing if you are to succeed in establishing a significant share of the market. While Mr Green does not expect the competitive situation to change notably in the short or medium term local regulations could have an impact on competition in various ways in the short term as well as longer-term. Overall, Mr Green believes the Group s product offering is well positioned for the continued strong growth of the online gaming market. The figures from H2 Gambling Capital were published in January GROWTH IN THE EUROPEAN BETTING AND CASINO MARKET (EURm) EUROPEAN ONLINE GAMING MARKET GROWTH (EURbn) BETTING FORECAST CASINO FORECAST GAMING DISTRIBUTION 100% FORECAST 76 72% LAND-BASED COMPUTER / TV MOBILE FORECAST Source: H2GC January Y (7) Z

10 MR GREEN & CO ANNUAL REPORT 2015 Our business Mr Green & Co owns, acquires and develops leading online gaming companies. We currently have two strong brands in the online casino niche in our portfolio: Mr Green and Garbo. Gaming in online casinos is very popular in all those countries in which Mr Green & Co s portfolio companies conduct operations. THE MR GREEN ONLINE CASINO The Mr Green online casino is a leading player in its niche. Since its establishment in 2007 the company has offered online casino games with the user experience as competitive advantage. Mr Green targets the mass market and has provided gaming experiences to over a million customers since its founding. In 2015 the company generated total game win of SEK million, which is an increase of 20.3 per cent on Game win increased by 5 per cent in the Nordic countries, by 32 per cent in the rest of Europe and by 396 per cent in the rest of the world. Adapting the Mr Green online casino to different geographic markets expands the customer base while also increasing customer loyalty. Marketing activities are adapted locally and increased use of data and digital channels enable personalised customer offers. Playing in your own language is reassuring and strengthens the sense of recognition. The company s geographic expansion will continue with a focus on regulated markets. Mr Green has an existing gaming license in Malta, and in 2015 the company obtained local gaming licenses also in Italy and the UK. To achieve the industry s best customer experience and customer satisfaction, Mr Green has invested in a user-friendly design, well functioning themes and good graphics on the website. The online casino has agreements with several gaming providers in order to be able to offer a wide range of top-class casino games. Mr Green currently offers around 500 different games. As most games are also available on other gaming sites, Mr Green has a strong focus on continuously developing and improving the interface, user friendly design with well working themes, payment methods, sales Y (8) Z

11 MR GREEN & CO ANNUAL REPORT 2015 channels and tools with the aim of recruiting customers. The goal is to offer a casino experience of the highest class. An ios app for iphone and ipad and a new app for Android phones and tablets were developed in 2015 The single largest expense item is marketing. Mr Green therefore monitors and carefully evaluates the effects of its marketing activities. In 2015 Mr Green further improved the effectiveness of its marketing activities. As Mr Green targets the mass market, what we call Green Gaming is a priority area. Mr Green s online casino offers its customers excitement and conveys a sense of risk-taking in an environment that is safe and controlled. For us it is important to ensure that players have control over their gaming and make conscious decisions about the risks they take. As part of our Green Gaming concept, customers are advised to define gaming budget for themselves. Customers are also able to specify an upper limit for their gaming when registering. During a one-week period from that date the customer will be unable to change the limit for the amount of money that can be paid in. KEY EVENTS IN 2015 Game win +20.3% Gaming licenses in Italy and the UK Product launches with a focus on the customer experience A new responsive web platform for mobile and web applications, an ios app for iphone and ipad and a new app for Android phones and tablets THE GARBO ONLINE CASINO The Garbo online casino, which was set up in 2013, is aimed at women who play on their mobile phones or tablets. In 2016 a broader launch plan for Garbo will be produced to continue to build on the strong brand and profile, which are aimed at a clearly defined target group. Green Gaming is also one of the cornerstones of the Garbo concept. PAYMENT SOLUTIONS GAME PROVIDERS LICENSE: MALTA UK ITALY An online casino is based on essentially the same ideas as a physical casino. A big difference, however, is availability, as an online casino allows customers to play at practically at any time and from any location. Mr Green has agreements with several gaming providers and offers its customers around 500 different games. As the majority of games are available also on other gaming sites, we have focused on continuously developing and improving the interface, user friendly design with well working themes, payment methods, customer service and sales channels. The goal is to offer a casino experience of the highest class. Y (9) Z

12 MR GREEN & CO ANNUAL REPORT 2015 Shares and shareholders Mr Green & Co AB s shares are listed on AktieTorget, Stockholm. The total return on Mr Green s shares in 2015 was 38.3 per cent. The share price increased by 34 per cent over the year, from SEK to SEK The shares of Mr Green & Co AB were listed on AktieTorget, Stockholm on 28 June 2013 under the stock symbol MRG. At year-end 2015 the company had a share capital of SEK 35.8 million represented by 35,849,413 shares. Each share entitles the holder to one vote. All shares have equal rights to the assets and profits of Mr Green & Co AB. At year-end the number of shareholders was 4,885 (2,717). The share of foreign owners was 3.4 per cent, who owned 35.1 per cent of the share capital and votes. The proportion of shareholders who are private individuals was 93.3 per cent and this category held 25.3 per cent of the share capital and votes. SHARE PERFORMANCE AND TURNOVER In 2015, 18,309,085 shares changed hands, representing 51.1 per cent of the total number of shares. On an average trading day 72,945 shares changed hands and the average daily turnover was SEK 2.9 million. The average number of daily transactions was 136. The total annual turnover in the shares was SEK million. The highest price paid for Mr Green & Co AB s shares was SEK on 9 December The lowest price paid was SEK on 29 June. At year-end the company had a market capitalisation of SEK 1,681.3 million. DIVIDEND POLICY AND PROPOSED DIVIDEND The Board of Directors proposes that the Annual General Meeting, which will be held on 21 April 2016, resolve not to pay a dividend for the financial year 2015, either in the form of a traditional dividend or in the form of a transfer to the shareholders through a mandatory share repurchase programme. The reason is that the company intends to invest in its own business. The company intends to resume paying dividends as of the financial year Mr Green & Co s dividend policy is to pay a dividend and/or repurchase shares in an amount of up to 50 per cent of consolidated free cash flow unless it is deemed that the Group s liquid assets are needed to realise the company s strategy or need to be set aside to secure additional reserves when warranted by conditions in capitals markets. LARGEST SHAREHOLDERS AT 31 DECEMBER 2015, % Henrik Bergquist and company Hans Fajerson and company Fredrik Sidfalk and company Försäkringsbolaget Avanza Pension 6.27 Martin Trollborg and company 4.57 Euroclear Bank 4.20 Mikael Pawlo and company 3.71 Karl Trollborg and company 3.30 Robur Försäkring 2.81 Other shareholders TOTAL Source: Euroclear Sweden AB and own data SHARE INFORMATION Trading venue, AktieTorget, Stockholm Stock symbol MRG ISIN code SE Quotient value 1.0 Market cap, 31 Dec 2015, SEKm 1,681,3 Share price, 31 Dec 2015, SEK Year high, SEK Year low, SEK Source: AktieTorget OWNERSHIP STRUCTURE Shareholding, number No. of shareholders No. of shares Share, % , , , ,894, , , , ,465, TOTAL 4,885 35,849, Source: Euroclear Sweden AB SHARE PERFORMANCE 8 Jun Dec Mr Green OMX Stockholm PI Source: SIX Y (10) Z

13 MR GREEN & CO ANNUAL REPORT 2015 Four-year summary (SEK 000) ) ) Income and expense items Revenue 792, , , ,531 Game win growth, year over year (%) 20.3% 36.3% 51.9% 56.3% EBITDA before non-recurring items 136, , ,839 47,018 Earnings before depreciation and amortisation (EBITDA) 55,130 22, ,172 47,018 Earnings before interest and tax (EBIT) 36,034 31,203 64,844 33,820 Net result for the year after tax 34,433 26,520 59,298 30,297 Profitability and financial position EBITDA margin before non-recurring items (%) 17.3% 20.5% 22.1% 14.8% Return on equity (%) 5.6% 3.5% 8.0% Equity/assets ratio (%) 59.2% 67.7% 78.5% 95.4% Investments Investments in non-current assets 64,467 51,532 27,961 34,973 Game win by region Nordics 364, , , ,300 Rest of Europe 407, , ,842 71,042 Rest of world 20,430 4,118 1, Game win by region, year-over-year growth (%) Nordics 5.4% 10.4% 27.3% N/A Rest of Europe 31.9% 82.9% 137.7% N/A Rest of world 396.1% 292.6% 106.5% N/A Share of game win by region (%) Nordics 46.0% 52.5% 64.9% 77.5% Rest of Europe 51.4% 46.9% 34.9% 22.4% Rest of world 2.6% 0.6% 0.2% 0.2% Number of customers Number of registered customers (thousands) 1, ,049,0 827,0 608,4 Registered customers, year-over-year growth (%) 27.4% 26.8% 35.9% N/A Number of active customers (thousands) Active customers, year-over-year growth (%) 16.9% 1.4% 45.6% N/A Deposits Deposits from customers (SEKm) 2,207 1,706 1, Deposits, year-over-year growth (%) 29.4% 63.6% 65.5% N/A Employees Average number of employees Number of employees at end of period Share information Share capital 35,849 35,849 35,849 N/A Number of outstanding shares at end of period (thousands) 35,849 35,849 35,849 N/A Average number of outstanding shares (thousands) 35,849 35,849 35,849 N/A Number of registered shareholders 4,855 2,717 2,190 N/A Average share price (SEK) N/A Share price at end of year (SEK) N/A Market capitalisation at end of year (SEKm) 1,681 1,255 1,273 N/A Earnings per share (SEK) N/A Earnings per share after dilution (SEK) N/A Operating cash flow per share (SEK) N/A Equity per share (SEK) N/A Dividend or equivalent per share (SEK) N/A 1) 2013 and 2012 are presented on a pro forma basis. Y (11) Z

14 MR GREEN & CO ANNUAL REPORT 2015 Sustainability Efforts to promote sustainability are an integral part of Mr Green s business activities. In everything we do we strive to act in a responsible manner, take account of the views of our various stakeholders and create value for our shareholders and for society. We believe firmly that growth and efforts to promote sustainability go hand in hand. Future profitability is built on responsibility this belief is at the heart of the company s culture and values. Our customers want to feel secure and relate to a company and a brand that they can rely on. Mr Green is a young company but has had a longterm approach to sustainability ever since the first business plan was made in Responsible gaming Green Gaming was a fundamental principle behind the founding of Mr Green. As Mr Green has grown we have now taken the next step, and are working on developing clearly defined formal policies which are broken down into measurable targets. This is a way of making our efforts visible to our employees, shareholders, business partners, customers and other stakeholders. Responsibility, commitment and continuous efforts to reduce the negative impact that gaming can have OUR AMBITION IS TO GIVE THE CUSTOMER THE TOOLS THAT WILL ALLOW THEM TO ASSESS AND ADAPT THEIR RISK-TAKING TO THEIR FINANCIAL CIRCUMSTANCES. on people who suffer from or are at risk of gaming addiction have the highest priority for Mr Green. Our ambition is to give the customer the tools that will allow them to assess and adapt their risk-taking to their financial circumstances. The fundamental principles underlying our efforts to promote sustainability have been defined in the sustainability policy adopted by the Board: Green Gaming, Green Environment, Green Employment and Green Business. For each policy, general goals have been defined, which are broken down into operational objectives. Y (12) Z

15 MR GREEN & CO ANNUAL REPORT 2015 Sustainability policy Green Gaming responsible gaming General goals Working to ensure that gamers have control over their gaming and make conscious decisions about the risks that they take. old light bulbs with new low-energy light bulbs and so on. We also regularly review our work environment. TO REDUCE OUR ENERGY USE, WE ARE INVESTING IN NEW, MORE ENERGY-EFFICIENT WORK STATIONS AND SERVERS. Green Environment responsibility for the environment Green Employment responsibility for being a motivating and engaging workplace Green Business responsibility in business Reduce the company s potential negative impact on the environment. Promote a climate of equality and equal opportunities at our workplace regardless of gender, ethnicity or religion. Credible and reliable business methods. GREEN GAMING We believe online casino games are about entertainment and respect in a safe and reliable environment. We take a big responsibility for the gaming, and continue to work on our Green Gaming initiative. Even at the time of registering, customers are advised to define personal limits for the risks they are prepared to take when gaming. We provide ongoing training to our customer service staff in how to handle players who, based on certain defined parameters, display worrying signs of risk-taking. We are working to develop digital tools in which gaming patterns are analysed, allowing worrying risk behaviours to be detected as early as possible. We also work with organisations that provide professional help to individuals who need help to assess their gaming behaviour, and we work exclusively with companies that provide safe and secure payment solutions. We also seek to ensure that our customer offers are clearly described, for example with regard to rules for gaming bonuses. Mr Green has been named Online Casino Operator of the Year for three years in a row 2013, 2014 and 2015 by IGA, The International Gaming Awards. GREEN ENVIRONMENT Mr Green only operates online and therefore has a relatively limited impact on the environment. In areas where we are able to influence our environmental impact the goal is to reduce our impact. For example, we minimise the number of trips made by using digital aids and videoconferencing. To reduce our energy use, we are investing in new, more energy-efficient work stations and servers. All waste at all our offices is sorted, organic products are given priority in purchasing, we are gradually replacing GREEN EMPLOYMENT Mr Green s employees are the brains and heart of our business. We are convinced that a company s decisions and strategies improve when there is space to think differently and when the teams consist of employees with a diverse background. With the goal of being the best workplace in the industry, we are working to attract the best talent. We also want to be a company that inspires motivation and commitment among its employees and enables them to grow and develop. For Mr Green diversity is a no-brainer. Today 23 different nationalities work in the Group. The company has zero tolerance for discrimination due to gender, ethnicity, religion or sexual orientation. At least once a year all employees are required to have a performance appraisal with their manager to ensure that everyone has opportunities to develop. The company conducts employee surveys annually and is engaged in a continuous dialogue with its employees to ensure that any issues relating to their employment and any negative behaviours are quickly identified and addressed. There are also detailed guidelines for guaranteeing employees ability to act as whistleblowers and report any suspicions of irregularities. All new employees are given a thorough introduction to Mr Green s values and work methods before taking up their postitions. GREEN BUSINESS Mr Green operates in a global market, which creates opportunities as well as challenges with regard to how we conduct ourselves in business contexts. Our responsibility in all business transactions is to ensure that we comply with the applicable laws, regulations and directives. We conduct our business with the objective of creating sustainable long-term relationships and profitability. We are convinced that in the long term a high level of business ethics will generate higher shareholder value while also creating a better partner structure and making it easier to recruit the best employees. Y (13) Z

16 MR GREEN & CO ANNUAL REPORT 2015 Corporate governance Corporate governance refers to how rights and duties are distributed among the organs of the company in accordance with applicable laws, regulations and processes. It is about the systems for decision-making and the structure through which the shareholders directly or indirectly govern the company. Mr Green & Co AB is a Swedish public limited company that is listed on AktieTorget in Stockholm. Mr Green & Co AB hereby submits its Corporate Governance Report for EXTERNAL REGULATIONS Swedish Companies Act Swedish and international accounting laws AktieTorget s Rules for Issuers Statements of the Swedish Securities Council INTERNAL REGULATIONS Articles of Association Rules of procedure for the Board of Directors Instructions for the CEO Authorisation procedures Group policy DIVISION OF RESPONSIBILITIES The shareholders exercise their influence over Mr Green & Co AB at the Annual General Meeting and other general shareholders meetings. The general shareholders meeting is the company s highest decision-making body. Under the Swedish Companies Act, other laws and regulations, AktieTorget s Rules for Issuers, the Articles of Association and the Board of Directors internal policy instruments, responsibility for the company s organisation and the management of the company s affairs rests with the Board of Directors and the Chief Executive Officer. SHAREHOLDERS Mr Green & Co AB was listed on AktieTorget on 28 June The total number of shares is 35,849,413. At yearend the company had 4,885 shareholders. The largest owners were Henrik Bergquist and company with 18.7 per cent, Hans Fajerson and company with 16.6 per cent and Fredrik Sidfalk and company with 10.5 per cent of the capital and votes. Shareholder information is available on Mr Green & Co AB s website, Nominating Committee Remuneration Committee Shareholders General shareholders meetings Board of Directors Chief Executive Officer Operating activities External auditors Audit Committee Internal auditor ARTICLES OF ASSOCIATION The Articles of Association define the company s operations, specify the number of Directors and auditors, and set forth the procedures for giving notice of the Annual General Meeting and the transacting of business at the AGM. The Articles of Association contain no limitations on how many votes each shareholder may cast at an AGM. The currently applicable Articles of Association, which were adopted at the AGM on 23 April 2015, are found on the company s website, ANNUAL GENERAL MEETING It is at the Annual General Meeting and any extraordinary general meetings that all shareholders are able to exercise their voting rights on matters which affect the company and its operations. The AGM, which is held within six months of the end of the financial year, passes resolutions on the adoption of income statements and balance sheets, the treatment of the profit or loss for the year, the payment of dividends, and release from liability for the Board and CEO. It elects the Board of Directors and determines the fees payable to the Directors. It elects auditors and decides on their fees, and it deals with other legally prescribed matters and adopts guidelines for the remuneration of senior executives. The AGM also decides on other proposals from the Board of Directors and shareholders. All shareholders who are registered in the share register on the record date and who have registered to attend the AGM in accordance with the provisions of the Articles of Association have the right to take part in the meeting and vote for all their shares. Shareholders may be represented by one or several proxies. ANNUAL GENERAL MEETING 2015 The ordinary Annual General Meeting for 2015 took place on 23 April At the AGM the shareholders present in person or by proxy represented 6.87 per cent of the votes and capital. Dimitrij Titov was elected to chair the meeting. The following are some of the resolutions adopted by the meeting: The AGM decided to re-elect Tommy Trollborg and Henrik Bergquist to the Board and to elect Andrea Gisle Joosen and Mikael Pawlo as new Board Directors. Tommy Trollborg was re-elected as Chairman of the Board. The AGM resolved that the Nominating Committee for the 2016 AGM should be appointed with the help of the three largest directly registered or otherwise known shareholders, who have proposed that the Nominating Committee be formed of two members as well as the Chairman of the Board. It was decided that the names of the members of the Nominating Committee and who is its chairman would be published no later than six months before the 2016 AGM (see Nominating Committee below). The meeting adopted resolutions concerning share splits and an automatic redemption procedure in accordance with the Board s proposals. Y (14) Z

17 MR GREEN & CO ANNUAL REPORT 2015 ANNUAL GENERAL MEETING 2016 The Annual General Meeting of Mr Green & Co AB (publ) will be held on 21 April in Stockholm. For further information on the Annual General Meeting 2016, please refer to page 51 and the company s website, THE NOMINATING COMMITTEE The AGM also decides on the principles for the appointment of the Nominating Committee. Under the resolution adopted at the 2015 AGM, the Nominating Committee is appointed through a procedure in which the Chairman of the Board contacts the three directly registered or otherwise known shareholders that are largest in terms of votes at 1 April 2015 and invites them to appoint two members as well as the Chairman of the Board to the Nominating Committee. If a shareholder relinquishes his right to appoint a member, the next largest directly registered or otherwise known shareholder that has not already appointed a member to the Nominating Committee shall be asked, and so on. The Nominating Committee consists of these two members and the Chairman of the Board. In the event that a shareholder who has appointed one of the members of the Nominating Committee is no longer among the three largest shareholders of the company, or if a member of the Nominating Committee for some other reason steps down from the Nominating Committee before the 2016 AGM, the members of the Nominating Committee shall have the right, in consultation with the three largest shareholders, to appoint another representative for the three largest shareholders to replace such member. The duty of the Nominating Committee is to present proposals for resolutions to the AGM on behalf of the shareholders. In connection with this the Nominating Committee shall also express its opinion on whether the proposed Directors are independent of the company, independent of major shareholders or have other material directorships, and on their shareholdings in Mr Green & Co. The Nominating Committee s duties also include evaluating the composition and work of the Board. The names of the members of the Nominating Committee and information on who is chairman of the committee must be published no later than six months before the 2016 AGM. The Nominating Committee shall appoint a chairman from among its members, who may not be the Chairman of the Board. The current composition of the Nominating Committee was announced in a press release and on Mr Green & Co s website on 11 September The Nominating Committee s duties include: proposing a candidate for chairman of the general shareholders meeting proposing candidates for the Board of Directors proposing a candidate for Chairman of the Board proposing auditors proposing Directors fees proposing auditors fees proposing principles for the appointment of the next Nominating Committee The Nominating Committee of Mr Green & Co currently consists of: 1) Dimitrij Titov (chairman of the Nominating Committee, independent of the company). 2) Eva Lindqvist (independent of the company) 3) Tommy Trollborg (Chairman of the Board, independent of the company) Dimitrij Titov and Eva Lindqvist have been appointed in accordance with the resolution of the AGM and thus by Hans Fajerson and company, Henrik Bergqvist and company and Fredrik Sidfalk and company. Tommy Trollborg has been appointed in accordance with the resolution of the AGM. Shareholders may submit proposals to the Nominating Committee. Proposals should be sent by to: info@mrgco.se The work of the Nominating Committee prior to the 2016 AGM Prior to the 2016 AGM the Nominating Committee has held four minuted meetings. Between meetings the committee has maintained ongoing contact and held meetings for candidates for the Board of Directors and with a recruitment agency. The Nominating Committee s activities have been aimed at making correct assessments concerning the composition of the Board. To this end, the committee has studied the evaluation of the Board and its work as well as the report of the Chairman of the Board on the operations, goals and strategies of the company. The committee has also received information from the CEO on the company s future strategic focus. The committee has assessed the expertise and experience of the members of the Board as well as the gender balance in relation to the identified needs. With the aim of strengthening and broadening the Board s expertise, Kent Sander was elected to the Board at the extraordinary general meeting on 28 January The Nominating Committee intends to propose that Kent Sander take over the post of Chairman in connection with the 2016 AGM. The committee s assessment is that members of the Board have broad expertise and extensive experience in online gaming, technology, marketing, financial markets and other areas. The Board of Directors currently consists of one woman and four men. The Nominating Committee strives to achieve a balanced representation of men and women on the Board. The full text of the committee s proposals and the reasons for its proposals in preparation for the 2016 AGM will be presented on the company s website, well in advance of the AGM. THE BOARD OF DIRECTORS AND ITS WORK The Board of Directors is responsible for the organisation and management of Mr Green & Co AB. The Board should provide effective support for and ensure control of the activities of the management team. The Board has adopted a set of rules of procedure governing the activities of the Board. The rules of procedure regulate the number of regular Board meetings, the matters to be transacted at regular Board meetings and the duties of the Chairman of the Board. The members of the Board of Directors are elected annually by the Annual General Meeting for the period Y (15) Z

18 MR GREEN & CO ANNUAL REPORT 2015 until the end of the next Annual General Meeting. The Articles of Association state that the Board shall consist of at least four and no more than ten Directors with up to ten deputies. From the 2015 AGM until the extraordinary general meeting on 28 January 2016 Mr Green & Co s Board of Directors consisted of four AGM-elected Directors with no deputies and after that of five Directors with no deputies. The CEO is not a member of the Board. At the 2015 AGM Henrik Bergquist and Tommy Trollborg were re-elected to the Board while Andrea Gisle Joosen and Mikael Pawlo were elected as new Directors. Tommy Trollborg was re-elected as Chairman. The Board of Directors is presented on pages The Group s Chief Executive Officer, Per Norman, makes presentations to the Board at all meetings of the Board. The Group s Chief Financial Officer, Simon Falk, makes presentations to the Board, and since September 2015 General Counsel Jan Tjernell has participated as secretary. Other executives in the Group make presentations at meetings of the Board from time to time. According to AktieTorget s definition, three of the AGM-elected Directors are independent of the company (60 per cent of the members of the Board). Two of the AGM-elected Directors are independent of the company s major shareholders (40 per cent). All meet AktieTorget s requirements for experience. Since the extraordinary general meeting in January 2016 the company has been in compliance with AktieTorget s rules for listed companies, under which a majority of the AGM-elected Directors must be independent of the company and management, and at least two of these must also be independent of the company s major shareholders. All Directors and all members of the Group s management team have completed AktieTorget s and/or Nasdaq s training course in stock exchange rules. BOARD MEETINGS In 2015 the Board held eleven minuted meetings, including two telephone meetings. During the year the Board devoted particular attention to strategic financial matters and to matters relating to acquisitions, internal control and significant investments. Attendance at Board meetings, % Tommy Trollborg Chairman 100% Henrik Bergquist Director 100% Per Norman Director 100% (until the AGM on 23 April 2015) Andrea Gisle Joosen Director 100% (from the AGM on 23 April 2015) Mikael Pawlo (from the AGM on 23 April 2015) Director 100% INFORMATION TO THE BOARD OF DIRECTORS The work of the Board follows the rules of procedure and the Board receives information from management in the form of activity reports in accordance with the instructions for the CEO. The company s auditors report their observations from their examination of financial statements and their assessment of the company s internal procedures and control to the Board. INTERNAL CONTROL AND RISK MANAGEMENT The Board uses rules of procedure and instructions for its own and the CEO s work with the aim of achieving effective management of operational risks. Responsibility for maintaining an effective control environment and internal control in respect of financial reporting has been delegated to the CEO. For external communications, guidelines have been adopted which ensure that correct information is distributed to the market. THE AUDIT COMMITTEE The principal duty of the Audit Committee is to prepare and decide on audit matters and report any deviations to the Board. The committee is responsible, on behalf of the Board, for quality-assuring the company s internal and external control and governance with regard to financial reporting, risk management and risk control, regulatory compliance, other internal governance and control, and matters specifically prescribed by the Board during the course of the financial year. In view of the fact that the Board consisted of three Directors until the 2015 AGM, no separate Audit Committee had been appointed. Instead, the Audit Committee consisted of all members of the Board. In connection with the appointment of a new Board of Directors at the 2015 AGM, the Board appointed an Audit Committee consisting of Mikael Pawlo as chairman and Andrea Gisle Joosen and Tommy Trollborg as members. The Group s auditors and the Group s CFO make presentations to the Audit Committee. The committee has studied information received from and engaged in dialogue with management in order to inform itself on the company s risks. It has also had ongoing contact with the company s auditor. To fulfil its obligations, the committee is required to study relevant documents in the company and its subsidiaries, and interview and meet with employees of the company and its subsidiaries. The committee is also required to evaluate the work of the auditors, submit information to the Audit Committee and, if requested, submit a proposal for appointment of auditors. The Audit Committee is required to hold minuted meetings at least four times a year. This year six meetings were held, including an on-site visit to Malta, where the operations of the company s main asset, Mr Green Ltd, were reviewed. The minutes have been submitted to the Board and management. In addition to the members of the Audit Committee, the CEO, CFO and, where required, the external auditor are called to the committee s meetings. THE REMUNERATION COMMITTEE The principal duty of the Remuneration Committee is to be responsible for salaries, pension contribu- Y (16) Z

19 MR GREEN & CO ANNUAL REPORT 2015 tions, bonus schemes and other benefits for the CEO and other senior executives. The committee is also tasked with preparing and giving advice on long-term incentive schemes. In view of the fact that the Board consisted of three Directors until the 2015 AGM, no separate Remuneration Committee had been appointed. Instead, the Remuneration Committee consisted of all members of the Board. In connection with the appointment of a new Board of Directors at the 2015 AGM the Board appointed a Remuneration Committee consisting of Tommy Trollborg as chairman and Henrik Bergquist as a member. The CEO is required to attend meetings unless he has been asked to leave the meeting if the committee is addressing specific matters. The Remuneration Committee has held two meetings. EXECUTIVE MANAGEMENT The Group s executive management consists of the Chief Executive Officer (CEO), Chief Financial Officer (CFO), General Counsel and Director of Investor Relations. Information on the Group s executive management is found on pages of this annual report. THE CHIEF EXECUTIVE OFFICER The Chief Executive Officer is responsible for ensuring that the day-to-day management of the company and Group complies with the guidelines and instructions issued by the Board. This excludes decision-making on matters relating to operational gaming activities. The CEO leads the activities of the parent company and makes decisions in consultation with the other members of the management team. The company s operations consist of the management and administration of its investments and the evaluation of potential new acquisitions or the sale of operations. The Group s gaming activities are conducted in Malta, through the wholly owned subsidiary Mr Green Ltd. This company has a separate Board of Directors and operational management team, which makes operational decisions relating to Mr Green s gaming operations. Instructions for the CEO of Mr Green Ltd have been prepared, which are consistent with the instructions for the CEO of the parent company. REMUNERATION Decisions on Directors fees and guidelines for remuneration of senior executives are made by the Annual General Meeting. The Remuneration Committee, which is appointed from among the members of the Board, is tasked with drafting guidelines on salaries and other employment terms for the CEO and other senior executives and with presenting its proposed resolutions on such matters to the Board of Directors. The Board makes decisions on the salary and other remuneration paid to the CEO. The CEO makes decisions on salaries and other remuneration paid to other senior executives in accordance with the guidelines of the Board. Other senior executives refer to the three people who together with the CEO make up the senior management team. Mr Green & Co AB aims to offer terms that are competitive and consistent with market terms in order to attract and retain skilled senior executives. The remuneration consists of a fixed basic salary, any variable remuneration calculated on the basis of previously defined targets, other benefits and pension. In addition, several senior executives have acquired warrants at market prices. The balance between fixed and any variable remuneration must be proportionate to the executive s responsibilities and authority. For the CEO and other senior executives, variable remuneration is capped at 50 per cent of the fixed salary. Pension terms must be based on defined contribution pension solutions. The period of notice in case of termination by the company may not exceed six months. During the period of notice of up to six months the employee receives a full salary and employee benefits. Decisions on share and share price-related incentive schemes are made by the general shareholders meeting. In individual cases and where there are special reasons the Board may deviate from the aforementioned guidelines. AUDITING The audit firm Öhrlings PricewaterhouseCoopers AB is the company s audit firm and is represented by Bo Åsell as auditor-in-charge. Bo Åsell has over 30 years experience from the audit industry and today works mainly with companies that are listed on regulated markets in Sweden, municipal and county-owned companies as well as large owner-managed companies. For 15 years Bo also worked at FAR, the Swedish professional institute for accountants, with special responsibility for the SME market (small and medium-sized enterprises). The annual accounts are examined in January-February. The annual report is examined in March. Reviews are conducted in connection with the publication of the company s interim reports. In addition, an ongoing review of internal procedures and control systems is conducted over the course of the year, the results of which are reported to the Group s CEO, CFO, Audit Committee and Board of Directors. In addition to the audit engagement, Mr Green & Co has engaged the services of KPMG concerning tax issues. INTERNAL AUDITING The Group did not have a separate internal audit function during the financial year. The CFO and Audit Committee have devoted particular attention to these matters. INVESTOR RELATIONS The company s CEO is responsible for contacts with shareholders. Since September 2015 the Director of Investor Relations, Frida Adrian, has been in charge of the company s IR activities. Mr Green & Co provides information to shareholders through the annual report, year-end financial report, interim reports and press releases as well as on the company s website. The company has also participated in a number of public investor meetings and other IR activities. Y (17) Z

20 MR GREEN & CO ANNUAL REPORT 2015 Board of Directors TOMMY TROLLBORG Chairman of the Board since 2012 Born 1939 Chairman of the Remuneration Committee Member of the Audit Committee Other directorships: Chairman of AB Abegentor, Biosensor Applications Sweden AB (publ), Magnolia Consulting Sàrl, Switzerland, Provinsor Fastigheter AB (publ), Transferator AB (publ), Åkers Krutbruk Protection AB and Brobyholm Fastighets AB. Director of Actant AG, Switzerland and the Promobilia Foundation. Relevant background: M.Sc. in Economics and Business from the Stockholm School of Economics. During the year years he worked as an authorised public accountant, CEO and main partner of Wahlbergs Revisionsbyrå, an audit firm in Stockholm. Since 1989 he has been active on many national and international boards. Consultant on mergers and acquisitions and management and board matters through his consulting firm, Magnolia Consulting Sàrl. Shareholding: 792,090 shares. MIKAEL PAWLO Director since Born 1973 Chairman of the Audit Committee Other directorships: Chairman of Happy Pancake AB, SMS Group i Stockholm Holding AB and SMS Grupp Africa AB. Director of 6502 Processor AB and Djurgården Elitfotboll AB. Relevant background: Studied law at Stockholm University, Renaissance history at Gotland University College and Internet & Society at the Berkman Center, Harvard University. Has extensive knowledge of the Internet and open source code. One of the founders of BitoS, the Swedish trade association for online content services, and co-founded IT consulting firm Municel in Co-founder of IDG Sweden s publication Internetworld and partner of PR and communications firm Hedberg & Co. One of Mr Green s three founders. Has served as CEO for the company, first at Mr Green Ltd in Malta and then at the listed Mr Green & Co AB. Shareholding: 1,309,800 shares and 250,000 warrants (including holdings through a company). Y (18) Z

21 MR GREEN & CO ANNUAL REPORT 2015 ANDREA GISLE JOOSEN Director since Born 1964 Member of the Audit Committee Other directorships: Chairman of Teknikmagasinet (Teknikintressenter i Norden AB). Director of ICA Gruppen AB, Dixons Carphone Plc, UK, James Hardie Industries Plc, Australia and BillerudKorsnäs AB. Relevant background: M.Sc. International Business from Copenhagen Business School (CBS). Extensive experience from the consumer products and media industries. Held the positions of CEO of Boxer TV, Nordic Managing Director of 20th Century Fox Home Entertainment, Chantelle and Panasonic. Previously, management positions at Mars, Procter & Gamble and Johnson & Johnson. In addition to her directorships, she also works as a senior advisor for private equity companies. Shareholding: 9,500 shares. HENRIK BERGQUIST Director since Born 1973 Member of the Remuneration Committee Other directorships: Director of Nils-Henrik Investment AB. Relevant background: B.Sc. in Electronics and Graphic Technology from the KTH Royal Institute of Technology in Stockholm. Worked in applied research at the department for Internet research at Ericsson from 1996 and subsequently as Project Manager for Internet-related products. Co-founded deo.com, a digital music publisher, in 1999, where he was Technical Director until Co-founder of Betsson in 2001, now one of Europe s leading gaming companies, where he was Technical Director and Product Director. One of Mr Green s three founders along with Mikael Pawlo and Fredrik Sidfalk. Shareholding: 6,704,894 (including holdings through a company). KENT SANDER Director since Born 1953 Other directorships: Chairman of Tobii Technology AB, Triboron International AB and OnePhone Holding AB. Director of BT OnePhone Ltd. Relevant background: M.Sc. in Economics and Business from Stockholm University. More than 35 years experience from senior positions at international telecom and hi-tech IT firms. Has spent over 20 years in the US, including as Executive VP Sales at Ericsson and CEO of TruePosition Inc. Having returned to Sweden, he has been Senior Partner at Brainheart Capital, Chairman of Transmode and Advisory Board Representative for Samsung Electronics Ltd, Seoul, South Korea. Shareholding: Y (19) Z

22 MR GREEN & CO ANNUAL REPORT 2015 Management PER NORMAN CEO Born 1964 Employed since April Relevant background: Per Norman holds an M.Sc. in Mechanical Engineering from the KTH Royal Institute of Technology in Stockholm and an MBA from Uppsala University. Per Norman began his career as a management consultant in1989 and has since 1997 held a series of senior positions, notably as Vice President and CTO of Modern Times Group (MTG), CEO of SES Sirius, CEO of Boxer and Vice President of Teracom. In the Mr Green Group Per Norman has since 2012 served as a senior advisor on a consulting basis and has also been in charge of the listing process in connection with Mr Green & Co AB s IPO on AktieTorget. He has been a Director of Mr Green & Co AB since 2014 and declined re-election when he took up the post of CEO in connection with the 2015 AGM. Shareholding: 370,000 shares and 250,000 warrants. SIMON FALK CFO Born 1972 Employed since 2014 Relevant background: Simon Falk has an M.Sc. in Economics from Stockholm University. Before joining Mr Green & Co AB, he helped build Kronans Apotek in the role of CFO through organic expansion and several acquisitions. Before that he had a long background as CFO in the telecom industry, serving in this role at Bredbandsbolaget and at several companies in the Tele2 group. Shareholding: 80,000 shares and 40,000 warrants. Y (20) Z

23 MR GREEN & CO ANNUAL REPORT 2015 JAN TJERNELL General Counsel Born 1963 Employed since 2015 Relevant background: Jan Tjernell has an LLM from Stockholm University. He has more than 20 years experience as an international company lawyer, primarily in the telecom industry. He was Chief Legal Advisor at Tele2 for eleven years and General Counsel at Digicel, the largest telecom operator in the Caribbean, for six years. Shareholding: 13,000 shares and 40,000 warrants. FRIDA ADRIAN Director of Investor Relations Born 1977 Employed since 2015 Relevant background: Frida Adrian has an M.Sc. in Economics from Stockholm University and has also studied media at City University, London. She has many years experience from the financial sector at Svensk Exportkredit, Investor and Länsförsäkringar Bank. She has also worked in finance, communications and investor relations at Investor for nearly nine years. Shareholding: 3,130 shares and 40,000 warrants. Auditor ÖHRLINGS PRICEWATERHOUSECOOPERS AB (PWC) BO ÅSELL Bo Åsell has over 30 years experience from the audit industry. He currently works mainly with companies that are listed on regulated markets in Sweden, municipal and county-owned, and large owner-managed companies. For 15 years Bo also worked at FAR, the Swedish professional institute for accountants, with special responsibility for the SME market. Y (21) Z

24 Directors Report The Board of Directors and Chief Executive Officer of Mr Green & Co AB, corporate ID number , hereby present their annual report and consolidated financial statements for the financial year The net result for the year and financial position for the Group and parent company are presented in the Directors Report and the following income statements, statements of comprehensive income, balance sheets, statements of changes in equity and statements of cash flows and the notes to the accounts. The consolidated and parent company income statements and balance sheets will be presented for approval to the Annual General Meeting on 21 April DESCRIPTION OF THE BUSINESS Mr Green & Co AB s mission from its owners is to own, acquire and develop leading online gaming companies with the aim of achieving an attractive long-term return. The structure of the Group is shown in note 24. CONSOLIDATED REVENUES AND EARNINGS Consolidated revenues in 2015 totalled SEK (659.4) million. The earnings before depreciation and amortisation (EBITDA) before non-recurring items was SEK (134.8) million. Consolidated earnings after tax were SEK (-26.5) million. The net result for the year includes non-recurring items of SEK 81.6 million, which refer to accruals related to a tax dispute in Austria that is described below. The cost of services sold for the year was SEK (121.5) million, of which SEK 65.3 (3.7) million refers to betting duties. Capitalised costs were SEK 49.0 (43.6) million. Marketing costs totalled SEK (262.4) million, which was equal to 36.2 (39.8) per cent of revenues for the period. Personnel costs were SEK 95.0 (78.6) million. Other operating expenses were SEK (105.6) million. CUSTOMERS In 2015 Mr Green had 181,067 (154,900) active customers, which was an increase of 16.9 per cent on the previous year. For the definition of active customers, see page 50. SIGNIFICANT EVENTS IN 2015 Mr Green acquired the operations of Mybet Italia Srl Through its subsidiary company Mr Green Ltd, Mr Green & Co acquired the assets and liabilities of Mybet Italia Srl for the purpose of launching Mr Green s services and brand in the regulated Italian market. The Italian lottery authority AAMS approved Mr Green as new licensee. This allowed Mr Green to initiate the process of establishing a presence in Europe s second largest gaming market under a local license. Mr Green was awarded a gaming license in the UK Through its subsidiary, the online casino Mr Green Ltd, Mr Green & Co AB has been awarded a local license in the UK, Europe s largest gaming market. The UK is the second market after Italy where Mr Green has received a local license. It is expected that the share of revenues from locally regulated markets will increase to a significant level within the next couple of years. New, upgraded platform During the year a new technological platform and a number of new world-class products were launched: a new mobile platform, responsive web, an ios app for mobile and ipad and a new app for Android. Per Norman was appointed CEO Per Norman was appointed new President and CEO for Mr Green & Co. He took up his post after the Annual General Meeting on 23 April Per Norman has long experience from positions as CEO and Vice President of Boxer, SES-Sirius and MTG among other companies and was from 2014 until his appointment as CEO a Director of Mr Green & Co AB. Per Norman has been involved in the Mr Green Group since 2012 in the capacity of advisor and has been a Director of the Group s Maltese company. He was also responsible for the listing process in connection with the parent company s IPO on AktieTorget. Y (22) Z

25 Nasdaq In November 2015 the Board of Directors instructed management to explore the possibility of listing Mr Green s shares on Nasdaq Stockholm in It is expected that such a change could take place in A switch to Nasdaq Stockholm would enable Mr Green & Co to attract a broader group of investors. Tax dispute in Austria In September 2014 Mr Green Ltd made a self-assessment in accordance with Austrian tax laws. The background is a law under which online gaming that takes place in Austrian territory is taxed at 40 per cent of gross game win. The company has contested its tax liability by reference to the Austrian Constitution and EU legislation. The self-assessment should be viewed as a precautionary measure, as it will prevent the imposition of any tax surcharges. Mr Green Ltd has initiated an appeal process concerning its tax liability in Austria at an Austrian court and submitted a complaint to the European Commission. An appeal process is expected to take several years. Several gaming companies have contested their tax liability. Mr Green Ltd has submitted a payment plan based on its self-assessment from September 2014 to the Austrian tax authorities. The self-assessment refers to the period January 2011 to August Under the payment plan, the final instalment on the self-assessment amount, totalling SEK 86.7 million, will be paid in The amount will be recognised in current liabilities in the balance sheet. Irrespective of the above, Mr Green Ltd is still contesting its tax liability. A successful outcome of the legal proceedings could result in the refund of the amount paid plus interest. As of September 2014 Mr Green Ltd has declared gaming sales related to Austria on a monthly basis in a total tax amount of SEK 0. From the same date, the tax amount, and thus the cash flow, will be SEK 0 until final resolution of the tax case in the courts. In view of the fact that the legal processes will most probably extend over a long period of time, and as an additional precautionary measure, Mr Green Ltd will be making ongoing accruals to cover the tax in its income statement. Earnings for 2015 include accruals of SEK 93.3 million for the period September 2014 to December For the self-assessment period a total amount of SEK million has been charged to earnings for 2014 and SEK million has thus been charged to earnings for these two years. The company is contesting its tax liability and has not changed its assessment of a successful outcome to the processes. More information is provided in Note 2. REGULATORY CHANGES Mr Green expects that several European countries will be introducing new regulations for online gaming in the next few years. This is a development that the company welcomes. Mr Green has for some time been preparing itself for a possible transition to re-regulated markets and the potential taxes or duties that may be payable. INVESTMENTS, DEPRECIATION, AMORTISATION AND IMPAIRMENT Investments in 2015 totalled SEK 64.5 (51.5) million. Depreciation and amortisation charges for property, plant and equipment, development costs for the gaming platform (other intangible assets) and customer contracts in 2015 were SEK 65.2 (54.0) million. During the year an impairment loss of SEK 25.9 (0) million on Social Thrills platform (intangible asset) was recognised. The reason for the impairment is that Mr Green has chosen to focus on its core business. EQUITY At 31 December 2015 consolidated equity was SEK (738.0) million, or SEK (20.59) per share. FINANCING, CASH AND CASH EQUIVALENTS, AND CASH FLOW The operations of Mr Green & Co are financed from the Group s retained earnings. At year-end 2015 the equity/assets ratio was 59.2 (67.7) per cent. Cash and cash equivalents at the end of the period were SEK (155.0) million. The group has no liabilities to banks or credit institutions. Cash flow from operating activities were SEK (147.2) million and cash flow from investing activities were SEK (-57.2) million. EMPLOYEES At the end of the period the Group had 161 (152) employees. The average number of full-time employees in the Group in 2015 was 158 (133), of whom 129 (108) were based in Malta. At the end of the year the Group had 32 (31) consultants on full-time contracts. SIGNIFICANT EVENTS AFTER THE END OF THE YEAR The following significant events have occurred after the closing date: The Board of Directors has decided that the Mr Green online casino should broaden its range of services to include a sports book in At an extraordinary general meeting on 28 January 2016 Kent Sander was elected to the Board. Kent Sander is Chairman of Tobii AB and has been proposed by the Nominating Committee for taking over the position as Chairman of the Board for Mr Green & Co AB in connection with the Annual General Meeting Jesper Kärrbrink was appointed new CEO of Malta-based Mr Green Ltd and will take up his position after summer Mr Green was named Mobile Operator of the Year 2016 at The International Gaming Awards. Y (23) Z

26 PARENT COMPANY The operations of the parent company, Mr Green & Co AB, is mainly focused on management and administration. The company provides administrative and management services to the other companies in the Group. Revenues for the full year 2015 were SEK 4.5 (2.9) million and earnings before tax were SEK (36.3) million. Equity was SEK (748.3) million. During the year the parent company made investments in intangible assets of SEK 0.6 (0.1) million. Cash and cash equivalents were SEK 4.3 (4.3) million. The parent company has no loans from banks or credit institutions. SIGNIFICANT RISKS AND UNCERTAINTIES Mr Green & Co s operations are funded from the resources of the Group. A hallmark of the Group s financial policy is a low level of risk. Financial risks are described in Note 2. LEGAL RISKS The Group operates in an environment which involves legal and regulatory risks and where individual countries and international organisations develop regulations which affect the Group s operations. As the operations become subject to further regulations it is likely that the Group will need to meet increased demands for compliance with laws and regulations and that it will face a higher tax burden. The Group continuously monitors the situation and adjusts its offering and its markets to manage this risk. In view of the aforesaid, mrgreen.com and garbo.com are not marketed in the US. Nor does the company accept players who are resident in the US, and it has installed filters which are designed to prevent any attempts to make deposits from the US. There is also a trend in Europe towards a new way of handling betting duties as well as VAT issues that will affect the company s operations in one way or another. The company monitors developments closely, adapts its operations to potential changes in the trading environment and complies with all laws and regulations. It should be noted, however, that there can be situations when local laws and regulations come into conflict with EU law, for instance, which takes precedence. On such issues the company engages leading legal experts and operates on the basis of a precautionary principle without for that reason relinquishing any commercial opportunities that may arise. OTHER RISKS Mr Green & Co is sensitive both to seasonal variations and changes in the economic climate and other events. Seasonal variations can have a material impact on the Group s operations during periods of less intensive gaming activity. The current economic situation has so far not had any significant impact on the operations. The Group s operations are continually exposed to different currencies. Changes in exchange rates have an impact on the Group s earnings. The Group seeks to minimise its currency exposure through efficient liquidity management and currency hedging. However, the Group will continue to be exposed to fluctuations in exchange rates. DISPUTES As mentioned in a separate section, the Group is involved in a tax dispute concerning betting duties in Austria. The Group is contesting its tax liability with reference to the Austrian Constitution and EU legislation. Other than this dispute, the Group has not been involved in any known and/or significant disputes in RELATED-PARTY TRANSACTIONS The company or its subsidiaries have service contracts with several companies that are regarded as related parties. Related-party transactions are priced at market rates. The Group s total expenses for services received during the year was SEK 2.4 (9.6) million. RESEARCH AND DEVELOPMENT The Group is not engaged in any research, only development activities. The development of new gaming platforms, for example, and the integration of games and payment solutions are capitalised to the extent that these are expected to generate future economic benefits and are consistent with the Group s accounting policies. GUIDELINES ON SALARIES AND OTHER REMUNERATION FOR SENIOR EXECUTIVES The Remuneration Committee is tasked with drafting guidelines on salaries and other employment terms for the CEO and other senior executives and with presenting its proposed resolutions on such matters to the Board of Directors. The Board makes decisions on the salary and other remuneration paid to the CEO. The CEO makes decisions on salaries and other remuneration paid to other senior executives in accordance with the guidelines of the Board. Other senior executives refer to the three people who together with the CEO make up the senior management team. Mr Green & Co AB aims to offer terms that are competitive and consistent with market terms in order to attract and retain skilled senior executives. The remuneration consists of a fixed basic salary, any variable remuneration calculated on the basis of previously defined targets, other benefits and pension contributions. In addition, several senior executives have acquired warrants at market prices. The balance between fixed and any variable remuneration must be Y (24) Z

27 proportionate to the executive s responsibilities and authority. For the CEO and other senior executives variable remuneration is capped at 50 per cent of the fixed salary. Pension terms must be based on defined contribution pension solutions. The period of notice in case of termination by the company may not exceed six months. During the period of notice of up to six months the employee receives a full salary and employee benefits. Decisions on share and share price-related incentive schemes are made by the general shareholders meeting. In individual cases and where there are special reasons the Board may deviate from the aforementioned guidelines. SHARES AND OWNERSHIP STRUCTURE The number of shares in the company at year-end was 35,849,413. All shares entitle the holder to one vote and equal rights to the assets and profits of Mr Green & Co AB. The company s shares were listed on AktieTorget under the ticker symbol MRG on 28 June At year-end the company had 4,885 (2,717) shareholders. The largest shareholders (shareholders holding more than 10 per cent of the votes) were Henrik Bergquist and companies with 18.7 per cent, Hans Fajerson and companies with 16.6 per cent and Fredrik Sidfalk and companies with 10.5 per cent of the shares and votes. PROPOSED APPROPRIATION OF RETAINED EARNINGS The Board of Directors and Chief Executive Officer propose that the company s retained earnings of SEK 638,915,696 be appropriated as follows: Amount in SEK Opening balance of retained earnings 665,771,095 Net result for the year 26,855,399 Closing balance of retained earnings 638,915,696 Carried forward 638,915,696 For more information about the company s results and financial position, see the following income statements and balance sheets and the notes to the accounts. PROPOSED DIVIDEND The Board of Directors proposes that the Annual General Meeting, which will be held on 21 April 2016, resolve not to pay a dividend for the financial year 2015, either in the form of a traditional dividend or in the form of a transfer to the shareholders through a mandatory share repurchase programme. The reason is that the company intends to invest in its own business. The company intends to resume paying dividends as of the financial year The parent company s dividend policy is to pay a dividend and/or repurchase shares in an amount of up to 50 per cent of the consolidated free cash flow unless it is deemed that the liquid assets are needed to realise the company s strategy or to secure additional reserves if warranted by conditions in capitals markets. Y (25) Z

28 Consolidated income statement SEK 000 Note Game win 3 792, ,970 of which, mobile 229, ,904 Other revenue Total revenue 792, ,368 Cost of services sold 199, ,487 of which, betting duties in Austria 36,093 of which, betting duties in other markets 29,241 3,734 Capitalised costs 49,034 43,602 Marketing 287, ,439 Personnel costs 4 95,009 78,607 Other operating expenses 4, 5, 6 123, ,591 EBITDA before non-recurring items 136, ,846 Non-recurring items 7 81, ,081 Earnings before depreciation and amortisation (EBITDA) 55,130 22,765 Depreciation and amortisation 8 65,247 53,968 Impairment 8 25,917 Earnings before interest and tax (EBIT) 36,034 31,203 Financial income Financial expense Net result before tax 36,100 30,965 Income tax 10 1,668 4,445 Net result for the year 11 34,433 26,520 Weighted average number of shares 35,849,413 35,849,413 Earnings per share before dilution Earnings per share after dilution Consolidated statement of comprehensive income SEK 000 Note Net result for the year 34,433 26,520 Other comprehensive income: Foreign exchange differences on consolidation 25 16,128 41,922 Comprehensive income for the year 50,561 15,402 Comprehensive income for the year attributable to: Shareholders of the parent company 50,561 15,402 Y (26) Z

29 Consolidated balance sheet SEK 000 Note Customer contracts 12 7,197 Trademark , ,700 Other intangible assets 12 81, ,988 Goodwill , ,753 Equipment 13 4,496 4,090 Non-current assets , ,728 Other receivables 14 11,042 5,242 Prepaid expenses and accrued income 15 5,201 5,821 Cash and cash equivalents , ,954 Current assets 206, ,017 TOTAL ASSETS 17 1,082,164 1,090,745 Share capital 18 35,849 35,849 Share premium reserve 680, ,806 Translation reserve 25 51,924 68,053 Retained earnings 127,720 46,683 Equity 640, ,024 Deferred tax liability 10, , ,640 Betting duties Austria 7 112,870 79,507 Non-current liabilities 216, ,146 Trade payables 33,246 26,339 Customer accounts 18,579 21,198 Other liabilities 19 20,490 20,738 Tax liabilities 6,625 6,339 Betting duties Austria 7 86,702 30,058 Accrued expenses and deferred income 20 58,785 50,903 Current liabilities 224, ,574 TOTAL EQUITY AND LIABILITIES 17 1,082,164 1,090,745 Y (27) Z

30 Consolidated statement of changes in equity SEK 000 Note Share capital Share premium reserve Translation reserve Retained earnings Total Opening balance, 1 January , ,199 1,316 26, ,805 Correction of error 25 24,814 24,814 Restated opening balance, 1 January , ,199 26,130 26, ,619 Net result for the year 26,520 26,520 Other comprehensive income 41, ,922 Comprehensive income for the year 41,922 26,520 15,402 Warrant premiums Dividend through mandatory repurchase of shares 46,604 46,604 Closing balance, 31 December , ,806 68,053 46, ,024 Comprehensive income for the year: Net result for the year 34,433 34,433 Other comprehensive income 16,128 16,128 Comprehensive income for the year 16,128 34,433 50,561 Warrant premiums Dividend through mandatory repurchase of shares 46,604 46,604 Closing balance, 31 December , ,773 51, , ,826 Y (28) Z

31 Consolidated statement of cash flows SEK 000 Note Net result before tax 36,100 30,965 Adjusted for: Depreciation, amortisation and impairment 8 91,164 53,968 Unrealised foreign exchange differences, net 1, Betting duties Austria 95, ,083 Changes in working capital 8,506 17,790 Income tax paid 8,479 1,625 Interest income Interest expense Cash flow from operating activities 149, ,200 Cash flow from investing activities: Payment, acquisition of subsidiary/assets and liabilities 8,044 6,601 Acquired cash and cash equivalents 969 Acquisition of intangible assets 12 60,593 46,094 Acquisition of property, plant and equipment 13 3,873 5,438 Cash flow from investing activities 72,511 57,164 Cash flow from financing activities: Repayment of loans 1,983 Warrant premiums Dividend through mandatory repurchase of shares 46,604 46,604 Cash flow from financing activities 46,637 47,980 Change in cash and cash equivalents 30,212 42,056 Foreign exchange differences 5,115 1,731 Cash and cash equivalents at beginning of period , ,167 Cash and cash equivalents at end of period , ,954 Y (29) Z

32 Parent company income statement SEK 000 Note Revenue 3 4,532 2,908 Total revenue 4,532 2,908 Marketing Personnel costs 4 16,162 8,286 Other operating expenses 5, 6 17,122 19,517 Earnings before depreciation and amortisation (EBITDA) 21 28,773 25,055 Depreciation and amortisation Earnings before interest and tax (EBIT) 28,842 25,074 Profit/loss from interests in Group companies 21, 22 1,792 57,610 Other interest income and similar items 9, Interest expense and similar items 9, 21 2,243 1,325 Net result before appropriations and tax 26,855 36,275 Appropriations 21, 23 6,000 5,030 Net result before tax 26,855 36,275 Tax on net result for the year 10 Net result for the year 26,855 36,275 Y (30) Z

33 Parent company balance sheet SEK 000 Note Other intangible assets Equipment Investments in subsidiaries , ,741 Non-current assets 714, ,765 Current tax asset 93 Short-term loans, subsidiaries 21 6,591 40,416 Other receivables Prepaid expenses and accrued income Cash and cash equivalents 16 4,265 4,270 Current assets 12,219 45,538 TOTAL ASSETS 726, ,303 Share capital 18, 25 35,849 35,849 Share premium reserve 558, ,806 Shareholder contributions 122, ,000 Retained earnings 41,857 31,603 Equity 674, ,258 Trade payables 1, Other liabilities Loans from subsidiaries 21 45,718 3,615 Accrued expenses and deferred income 20 4,200 2,738 Current liabilities 52,082 8,045 TOTAL EQUITY AND LIABILITIES 726, ,303 Y (31) Z

34 Parent company statement of changes in equity SEK 000 Share capital Shareholder Share premium reserve Retained earnings Total 01 January , , ,199 41, ,980 Net result for the year 36,275 36,275 Comprehensive income for the year 36,275 36,275 Warrant premiums Dividend through mandatory repurchase of shares 46,604 46, December , , ,806 31, ,258 Net result for the year 26,855 26,855 Comprehensive income for the year 26,855 26,855 Warrant premiums Dividend through mandatory repurchase of shares 46,604 46, December , , ,773 41, ,765 Y (32) Z

35 Parent company statement of cash flows SEK 000 Note Net result before tax 26,855 36,275 Adjusted for: Depreciation, amortisation and impairment Anticipated dividend 57,610 Changes in working capital 77,426 61,948 Income tax paid Interest income Interest expense 2 72 Cash flow from operating activities 50,567 40,573 Cash flow from investing activities: Payment, acquisition of subsidiaries 3, Acquisition of property, plant and equipment Cash flow from investing activities 3,934 3 Cash flow from financing activities: Repayment of loans 10,250 Warrant premiums 33 Dividend through mandatory repurchase of shares 46,604 46,604 Cash flow from financing activities 46,638 36,354 Change in cash and cash equivalents 5 4,216 Cash and cash equivalents at beginning of period 16 4, Cash and cash equivalents at end of period 16 4,265 4,270 Y (33) Z

36 Notes NOTE 1 GENERAL INFORMATION Mr Green & Co AB (publ), the parent company, corporate ID number , conducts operations through subsidiaries in software development, consulting services and support activities aimed at the online gaming industry. The parent company and its subsidiaries are jointly termed the Group. The operations are conducted mainly through companies in Sweden and Malta. The parent company is a limited company with registered office in Stockholm. The address to the company s head office is Sibyllegatan 17, SE Stockholm. The company s shares are listed on AktieTorget, Stockholm. These consolidated financial statements were approved for publication by the Board of Directors on 22 March NOTE 2 ACCOUNTING POLICIES The consolidated financial statements for Mr Green & Co AB (publ) have been prepared in accordance with the Swedish Annual Accounts Act, the International Financial Reporting Standards (IFRS), as adopted by the EU, and RFR 1 Supplementary Financial Reporting Rules for Corporate Groups of the Swedish Financial Reporting Board. The parent company financial statements have been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Financial Reporting for Legal Entities. RFR 2 states that the parent company should use the same accounting policies as the Group, i.e. IFRS, to the extent that this is consistent with RFR 2. The parent company applies the same accounting policies as the Group, except in the cases described below in the section Parent company accounting policies. Revised accounting policies No new accounting policies that are applicable from 2015 or voluntary changes have affected the Group and parent company accounting policies compared with the last annual report, except what is described in the section Significant accounting judgements, estimates and assumptions. New IFRS which have not yet been applied A number of new or amended IFRS will become effective in the coming financial years. These have not been applied in advance in preparing these financial statements. IFRS 15 Revenue from Contracts with Customers regulates the accounting of revenue. The principles on which IFRS 15 is based are intended to give users of financial statements additional valuable information about a company s revenue. Under the expanded disclosure requirements, information on the type of revenue, date of settlement, uncertainties associated with the recognition of revenue and cash flows attributable to the company s customer contracts must be disclosed. Under IFRS 15, revenue should be recognised when a customer receives control over the sold good or service and is able to use or obtains a benefit from the good or service. IFRS 15 replaces IAS 18 Revenue and IAS 11 Construction Contracts and the related SIC and IFRIC interpretations. IFRS 15 becomes effective from 1 January Early application is permitted. The EU has not submitted the standard, nor yet evaluated the effects of introducing the standard. The Group has not yet evaluated the effects of introducing the standard. IFRS 9 Financial Instruments deals with the classification, measurement and accounting of financial assets and liabilities. It replaces those parts of IAS 39 which relate to the classification and measurement of financial instruments. IFRS 9 retains a mixed approach to measurement but simplifies the approach in some respects. It provides for three measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit and loss. How an instrument should be classified depends on the company s business model and the characteristics of the instrument. Investments in equity instruments should be recognised at fair value through profit and loss but there is also an option of recognising the instrument at fair value through other comprehensive income upon initial recognition. In this case no reclassification to the income statement is made when the instrument is sold. For financial liabilities the methods of classification and measurement are not changed except in the case where a liability is measured at fair value through profit and loss using the fair value option. The standard must be applied for financial years beginning on 1 January The EU has not yet adopted the standard. Early application is permitted. The Group has not yet evaluated the effects of introducing the standard. IFRS 16 Leases. In January 2016 IASB published a new leasing standard that will replace IAS 17 Leases and the related interpretations, IFRIC 4, SIC-15 and SIC-27. The standard requires that assets and liabilities attributable to all leases, with a few exceptions, be recognised in the balance sheet. This accounting treatment is based on the view that the lessee has a right to use an asset during a specific period of time as well as an obligation to pay for this right. For the lessor the financial reporting will remain essentially unchanged. The standard is applicable for financial years beginning on 1 January 2019 or later. Early application is permitted provided that IFRS 15 Revenue from Contracts with Customers is applied from the same date. The EU has not yet adopted the standard. The Group has not yet evaluated the effects of IFRS 16. Other changes of accounting policies that will be applicable in the future are not deemed to have any significant impact on the consolidated financial statements. Measurement bases The consolidated financial statements have been prepared in accordance with the cost method except with regard to financial liabilities at fair value through profit or loss (additional consideration). Significant accounting judgements, estimates and assumptions The preparation of financial statements in accordance with IFRS requires that management make a number of judgements and Y (34) Z

37 assumptions which affect the application of the accounting policies and the recognised amounts of assets and liabilities, and income and expenses. The estimates and assumptions that are made in connection with these estimates are based on historical experiences and other factors that are deemed reasonable under these circumstances, and the results are used as a basis for determining the carrying amounts of assets and liabilities, unless these are readily apparent from other sources. Actual outcomes in future periods may differ from these estimates. Estimates and underlying assumptions are examined and reviewed on an ongoing basis. Those areas which involve such a higher degree of judgement, are complex or where estimates are material to the consolidated financial statements and which involve a risk of material adjustments to the carrying amounts of asset and liabilities are: I) Impairment testing of goodwill and trademarks Each year or when there are indications of events and/ or circumstances which have a negative impact on the value, the value of goodwill and trademarks is tested in accordance with the description in the section Impairment testing of goodwill and trademarks with indefinite useful lives. The recoverable amount for cash-generating units has been based on calculations which require the use of certain estimates. II) Tax dispute in Austria The dispute concerning betting duties in Austria was accounted for as a contingent liability in the 2014 annual report. As a further precautionary measure in the ongoing process, management has changed its assessment in 2015 and decided to charge all possible costs to expense. Accruals related to the dispute are made on an ongoing basis. The accruals are based on circumstances in which estimates are applied, see the Directors Report and Note 7. Management considers that, with the exception of the above, no judgements concerning the application of the accounting policies have been of material significance, and that no assumptions or important sources for estimates are associated with a material risk which in turn could require a significant adjustment of the carrying amounts of assets and liabilities in the coming year. Non-recurring items Items of a non-recurring nature are not directly linked to the Group s normal operations, which means that the recognition of these items together with other items in the income statement would impair comparability with other periods and make it harder for an outside party to assess the Group s performance, see Note 7. Correction of error In accordance with IAS 21, non-current assets are converted into the Group s reporting currency, Swedish kronor, at the closing rate. Previously the Group s non-current assets have been converted at the purchase date exchange rate, both in the legal entity and in the elimination of the acquisition at the consolidated level. This has required corrections of incorrect foreign currency translations from previous years, see Note 25. Consolidation The consolidated financial statements include the financial statements of all Group companies. The Group comprises the parent company and companies in which the parent company has a controlling interest by directly or indirectly owning more than half of the votes or otherwise exercising a controlling influence. The Group consolidates a subsidiary as of the date when the controlling interest is transferred to the Group. Subsidiaries are deconsolidated as of the date when control is lost. The Group accounts for acquisitions by applying the purchase method. The acquisition of a subsidiary is thus regarded as a transaction through which the Group indirectly acquires the assets of the subsidiary and assumes its liabilities. In connection with the acquisition identifiable assets and liabilities are measured at fair value. The difference between the fair value of the consideration and the fair value of identifiable net assets is accounted for as goodwill in the balance sheet. If negative, the difference is recognised as revenue in the income statement. Acquisition-related costs are charged to expense as incurred. In case of acquisitions with non-controlling interests, the Group has different accounting options to choose from. A non-controlling interest can be recognised either at fair value or in proportion to the share of the subsidiary s net assets. Receivables, liabilities and transactions among Group companies and intercompany profits are eliminated in the consolidated financial statements. Transactions in foreign currency Items included in the financial statements for the various entities in the Group are valued in the currency used in the economic environment in which each company primarily operates (functional currency). Swedish kronor (SEK), the Group s reporting currency, is used in the consolidated financial statements. For the legal entities, transactions in foreign currency are translated at the exchange rate applying on the transaction date. Receivables and liabilities in foreign currency are valued at the closing rate. Foreign exchange differences arising upon translation are recognised in the income statement. In the consolidated financial statements assets and liabilities in foreign operations are translated from the functional currency to the Group s reporting currency (Swedish kronor) at the closing rate. Income and expense items are translated at the average exchange rate for the year. The resulting translation difference is recognised in Other comprehensive income and accumulated as translation reserve in equity. When a foreign operation is sold the deferred accumulated amount in equity that relates to the foreign operation is reclassified to the income statement through other comprehensive income. Operating segments Mr Green s operations are focused on online casino games. Most of the company s major competitors offer a broader range of services, such as sports betting and poker. Mr Green offers around 500 casino games in its casino operation. The chief operating decision makers at Mr Green, the company s management team, do not examine the results for individual casino games, nor do they make any decisions on the allocation of resources to individual games. Instead, the management team addresses the operations of Mr Green as a single product casino. Game win are reported for the various regions, but are not the focus of the assessment of results, nor are decisions Y (35) Z

38 on the allocation of resources made on a regional basis. Capital investments should, especially in technology, platforms and new games, be aimed at increasing the company s competitiveness and stimulating growth. It therefore follows that Mr Green, in accordance with IFRS 8, should be deemed to have a single operating segment. All external revenue is generated from the point of sale in Malta and essentially all non-current assets are attributable to Malta. Revenue Revenue from the Group s gaming operations is recognised on a net basis, i.e. total amount wagered on all games less winnings paid out to players, allocated bonuses and jackpot contributions. Revenue is thus recognised on an ongoing basis and is affected by every game in which the customer wagers deposited funds during the period. Other revenue in the Group in the financial year 2014, which was of marginal size, refers to non-gaming-related services on behalf of third parties. Revenue from services sold is recognised exclusive of VAT and discounts and after elimination of intercompany sales. Cost of services sold Cost of services sold refers to license fees paid to gaming providers, betting duties, costs for payment services, costs for fraudulent transactions and chargebacks from payment card companies and related indirect taxes. Fraudulent transactions and chargebacks totalled SEK 4.0 (4.6) million, accounting for around 0.5 (0.7) per cent of the Group s total game win. Leasing Leases in which a significant share of the risks and benefits of ownership are retained by the lessor are classified as operating leases. Payments made during the lease term are charged to the income statement on a straight-line basis over the term of the lease. The Group s operating leases refer mainly to rents for premises and office equipment. The Group has no finance leases. Employee benefits Short-term benefits Short-term benefits to the Group s employees are expected to be settled within twelve months of the end of the reporting period in which the employees perform the services. The Group s short-term benefits refer mainly to salaries, holiday pay, bonuses and related social security contributions. Pensions The Group has defined contribution pension plans in which the size of the pension depends on the pension premiums paid. The cost is recognised in the income statement for the period in which the service concerned is provided by the employees. Under the Group s pensions agreements, the pension premium is based on the pensionable salary, which consists of the fixed salary including holiday pay. The retirement age for the CEO is 65 years. Long-term benefits In case of termination of the CEO s employment by Mr Green & Co, the CEO is entitled to six months notice. If the CEO gives notice the period of notice is six months. The contracts of other senior executives are terminable on six months notice by either party. The Group has no other obligations relating to long-term post-employment benefits. Income tax Income taxes comprise current tax and deferred tax. Income tax is recognised in the income statement except when the tax is attributable to items which are recognised directly in equity, or in other comprehensive income, in which case the tax is recognised in equity and other comprehensive income, respectively. The current tax expense is the expected tax expense for the taxable income for the year, based on the applicable tax rate or formally prescribed tax at the end of the accounting period, and any adjustment of current tax from previous years. Deferred tax is recognised for all temporary differences between the carrying amounts and tax bases of assets and liabilities in the consolidated financial statements. A deferred tax liability is not recognised if it is incurred as a result of recognition of goodwill. Deferred income tax is calculated by applying tax rates that have been enacted or announced at the balance sheet date and that are expected to apply when the deferred tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be wholly or partially offset. Goodwill On acquisition of a subsidiary the difference between the fair value of the consideration paid and the fair value of the acquired identifiable assets and liabilities is recognised as goodwill. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the acquired entity and translated at the acquisition date in the purchase price allocation. Adjustments on translation to the closing rate are recognised in the translation reserve. As of the acquisition date the goodwill acquired in connection with a business combination is allocated to each cash-generating unit in the Group in which synergies are expected to be created from the combination. The Group s goodwill arose mainly from the acquisition of Green Gaming Group Plc in 2013, the minor acquisitions of Social Holdings Ltd and DSRPTV Gaming Ventures Ltd in 2014 and from the acquired assets and assumed liabilities of Mybet Italia Srl in The item is stated at cost less any accumulated impairment losses. Each year or when there are indications of events and/ or circumstances which have a negative impact on the value, an impairment test is performed for the cash-generating unit to which goodwill has been allocated, see the section Impairment testing of goodwill and trademarks with indefinite useful lives below. Other intangible assets The Group s other intangible assets partly comprise trademarks and customer contracts acquired in connection with acquisitions. These acquisitions refer mainly to the acquisition of Green Gaming Group Plc in 2013 and the minor acquisitions of Social Holdings Ltd and DSRPTV Gaming Ventures Ltd in In addition, the Group has other intangible assets in the Y (36) Z

39 form of an internally developed gaming platform, websites and apps. The internally developed gaming platform consists mainly of the integration of different gaming providers and payment service providers, database improvements and the design of websites and apps. The carrying amount includes expenditure for materials, purchased services, direct expenditure for salaries and indirect expenditure that can be allocated to the asset on a reasonable and consistent basis. Costs for maintenance of games, gaming systems and gaming platforms are expensed as incurred. An internally generated intangible asset is recognised at cost only when the following criteria are met: I) it is technically feasible to complete the software so that it will be available for use, II) the company intends to complete the software for use or sale, III) there is reason to expect that the company will be able to use or sell the software, IV) it can be shown that the software will generate probable future economic benefits, V) adequate technical, economic and other resources are available to complete the development of and use or sell the software, and VI) the costs attributable to the software during its development can be reliably measured. Other intangible assets are stated at cost less accumulated amortisation and any impairment. The trademark, Mr Green, is not amortised on a straight-line basis, as it is deemed that the trademark has an indefinite useful life. This is because the trademark is a strong contributor to the Group s revenues and because the Group makes significant investments for existing and additional markets on an ongoing basis. Instead, the trademark is tested for impairment annually and when there are indications of events and/or circumstances which have a negative impact on the value or a changed view of the useful life of the trademark. See the section Impairment testing of goodwill and trademarks with indefinite useful lives below. Straight-line (linear) amortisation is applied for other intangible assets, as follows: Trademark Customer contracts Gaming platform and other intangible assets Not amortised 2 years 3 years Impairment testing of goodwill and trademarks with indefinite useful lives For assets with indefinite useful lives and for intangible assets which are not yet available for use, the value is calculated at least once a year. An impairment loss is recognised when the carrying amount of an asset or cash-generating unit exceeds the recoverable amount. Impairment losses are recognised in the income statement. When goodwill is monitored at Group level the impairment test is performed at the same level. Independent cash flows cannot be determined individually for the trademark, as these are linked to the cash flows generated by the business as a whole. As value in use cannot be assumed to approximate fair value less selling expenses, the trademark is also tested for impairment at Group level. The test is based on fair value less selling expenses, which is determined on the basis of the quoted price for Mr Green s shares at year-end. No impairment exists even in case of a reasonable change in the share price of Mr Green. Property, plant and equipment Property, plant and equipment are recognised at cost less accumulated depreciation and any impairment losses. Straight-line (linear) depreciation down to the residual value of the asset is applied as follows: Electronic equipment Office equipment 3 years 5 years Financial instruments Financial instruments which are covered by IAS 39 Financial Instruments: Recognition and Measurement are classified into one of the following categories: I) financial assets and liabilities at fair value through profit or loss II) loans and receivables The Group classifies its financial assets into both these categories. Financial assets and liabilities at fair value through profit or loss Financial assets at fair value through profit or loss are classified in the fair value hierarchy, which is defined into the following levels: Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) Inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly (in the form of quoted prices) or indirectly (derived from quoted prices) (Level 2) Inputs for the asset or liability which are not based on observable market data (non-observable inputs) (Level 3) Loans and receivables The Group s loans and receivables are included in current assets, and comprise other receivables and cash and cash equivalents. Other receivables Other receivables are recognised at the amount that is expected to be received. In case of impairment, this is recognised in operating expenses. Cash and cash equivalents Cash and cash equivalents consist of cash and available balances with banks. Cash and cash equivalents also include available bank balances with payment providers, as these are easy to realise at a known amount, as well as short-term investments and other investments with maturities of less than three months. Trade and other payables Trade and other payables are stated at cost. Financial risks The Group s financial policy for managing financial risks has been formulated by senior management and provides guidelines in the form of risk mandates and limits for the Group s Y (37) Z

40 financial activities. The general goal for the Group s financial policy is to provide cost-effective financing and to minimise negative effects on the Group s earnings that derive from financial risks. Currency risks The Group conducts international operations and is thereby exposed to currency risks. Currency risks arise from future commercial transactions and recognised assets and liabilities as well as net investments in foreign operations which are listed in a currency other than the company s functional currency. The main risk in the Group relates to transactions in euro. Periodically, the Group uses currency hedging to minimise risks attributable to fluctuating exchange rates. The Group does not apply hedge accounting in accordance with IAS 39. Currency risks related to the Group s day-to-day cash flow are reduced when customers incoming and outgoing payments in different countries are made in the same currency, which creates a natural hedge. Another risk is translation exposure, as the Group s results and equity are affected by the translation of foreign subsidiaries results, assets and liabilities into the Group s reporting currency, Swedish kronor. Credit risks The Group does not offer credit to customers. The main credit risk is therefore associated with fraudulent transactions and chargebacks from banks and payment card providers. The Group has a separate fraud department that is independent of the finance function, which monitors and follows up these types of transactions. It is deemed that the Group has adequate internal procedures and processes in place for reducing credit risks to a reasonable level for the Group. Liquidity risks The Group s strategy for managing liquidity is to ensure, as far as possible, that the Group has sufficient liquid assets to meet its financial obligations when these fall due, both under normal and stressed conditions, and without incurring unacceptable losses or running the risk of damaging the Group s reputation. The Group s liquidity risk is managed, for example, through ongoing cash flow projections, budgeting and forecasts. The Group s operating activities currently generate sufficient liquidity to cover all needs. Interest rate risks The Group is essentially independent of changes in market interest rates. The Group has no external long-term or shortterm loans. The Group s cash and cash equivalents are not invested, but are available in the operations and are therefore not exposed to any significant interest rate risk. Parent company accounting policies The main differences between the Group and parent company accounting policies are described in the following. Subsidiaries Investments in subsidiaries are reported at acquistion value after deduction of any write-downs. The acquisition value includes acquisition-related expenses and any possible supplementary purchase price. Dividends received are reported in the income statement. If there are any indications of an impairment requirement, the holding is tested for impairment. If a write-down takes place, the book value decreases and the write-down is reported in the income statement. Revenue The parent company s revenue refers to consulting and management revenue, of which the majority refers to intercompany sales to subsidiaries. Dividends Dividends from subsidiaries to the parent company are anticipated only if the parent company has sole right to decide on the size of the dividend, and if the formal decision has been taken before the financial report is published. Dividends paid to the shareholders of Mr Green & Co AB are recognised as a liability subject to approval by the Annual General Meeting. Group contributions Group contributions paid and received are both accounted for as appropriations. Potential tax effects of received Group contributions are classified as income tax in the income statement. Financial instruments IAS 39 Financial Instruments: Recognition and Measurement is not applied for financial instruments. Instead, the cost method is applied. NOTE 3 REVENUE Group Parent company Game win 792, ,970 Revenue from subsidiaries 4,532 2,897 Other revenue Summa 792, ,368 4,532 2,908 NOTE 4 REMUNERATION OF EMPLOYEES AND DIRECTORS AVERAGE NUMBER OF EMPLOYEES Total of which, women Total of which, women Parent company Subsidiaries, Sweden Subsidiaries, Malta Total, subsidiaries Total, Group SHARE OF WOMEN AMONG SENIOR EXECUTIVES Group Parent company Board of Directors 5% 0% 25% 0% Other senior executives 33% 14% 33% 43% Y (38) Z

41 Cont. Note 4. Remuneration of employees and Directors Salaries and other remuneration Of which, CEO, Directors and senior executives Social security contributions Of which, retirement benefit costs Salaries and other remuneration Of which, CEO, Directors and senior executives Social security contributions Of which, retirement benefit costs Parent company 10,807 8,777 5,929 2,732 4,962 4,311 2,802 1,218 Subsidiaries 66, ,404 4,398 60,704 1,170 10,044 3,502 Total, Group 77,440 8,824 17,333 7,130 65,666 5,481 12,846 4, Salaries and other remuneration Consulting 2) fees Retirement benefit costs Total Salaries and other remuneration Consulting 2) fees Retirement benefit costs Total Tommy Trollborg Henrik Bergquist ,080 Per Norman , ,500 3,613 Fredrik Sidfalk Andrea Gisle Joosen Mikael Pawlo, Other Directors fees, foreign subsidiaries Total Directors fees 1,275 3, , ,466 5,924 CEO 1) 5,005 1,343 6,348 2, ,204 Other senior executives 2, ,184 1, ,441 Total, Group 8,824 3,005 2,591 14,420 4,037 5,466 1,066 10,569 1) On 23 April 2015 Per Norman took over as CEO after Mikael Pawlo. These costs refer to salaries and remuneration that have been expensed for each executive in his capacity as CEO. 2) See Note 21. Consulting fees refer to the purchase of services which require specific expertise. Retirement benefit costs refer to the cost of premiums for occupational pensions and related payroll tax. The Board of Directors and senior executives are presented on page 18. Bonus A bonus of SEK 0.5 (0.12) million for management has been provided for in the annual accounts. Decision-making and process of preparation The Chairman of the Board and Directors receives remuneration in accordance with the resolution of the Annual General Meeting. NOTE 5 LEASING Lease payments under operating leases were: Group Parent company Operating rents 5,767 5, Other operating lease payments 14 Total operating lease payments 7,793 5, Future minimum lease payments under non-cancellable leases and rental agreements are: Group Parent company Within 1 year 5,714 4, In 1 to 5 years 7,181 3, ,110 After 5 years Total operating lease payments 12,895 8,768 1,110 1,603 Y (39) Z

42 NOTE 6 AUDITORS FEES IFRS The following remuneration has been paid to the chosen auditors and audit firms for auditing and other completed audit or review engagements in accordance with relevant legislation, and for the provision of audit services and other assistance occasioned by observations made in the course of audits. Fees have also been paid for independent advisory services, mainly attributable to advice on tax and accounting matters. Group Parent company Audit engagement Baker Tilly Stint AB Mahoney 490 PwC 1, Total, audit engagement 1, Audit activities in addition to audit engagement Baker Tilly Stint AB Mahoney Total audit activities in addition to audit engagement Tax advisory services Mahoney 17 PwC Total tax advisory services Other services Mahoney PwC Other auditing firms 393 Total other services Total auditors fees 2,198 1,321 1, NOTE 7 NON-RECURRING ITEMS In 2015 the Group recognised two items of a non-recurring nature that are linked to betting duties in Austria. In the third quarter the accruals for the self-assessment period (Jan Aug 2014) was adjusted by SEK 24.4 million to SEK million in total. The reason for the adjustment is that after informal contacts with the tax authorities and discussions with local advisors it has emerged that the parties have differing views on how the tax should be calculated, and the company has therefore chosen to adjust its accruals. In view of the high likelihood that the legal processes will continue over a long period of time, the company has also decided, as an additional precautionary measure, to make ongoing accruals in the income statement to cover the tax, which for the period September 2014 to June 2015 affected earnings by SEK 57.2 million. In the 2014 annual report betting duties were accounted for as a contingent liability, in the amount of SEK 18.7 million. As of July 2015 the accruals is recognised in the income statement on an ongoing basis in the line of which, betting duties in Austria. In 2014 the Group recognised three items of a non-recurring nature. Accrual for self-assessment period for betting duties in Austria (Jan 2011-Aug 2014) plus interest of SEK million. The accruals is based on the self-assessment amount and a projected payment plan. Mr Green has also restructured parts of the Group with the aim of achieving synergies and organising its operations more efficiently going forward. The restructuring has had an impact on Iacta Marketing AB (SEK 1.6 million) and DSRPTV Gaming Ventures Ltd (SEK 2.4 million), mainly in the form of redundancy costs. Income statement Group Self-assessment period betting duties Austria Jan 2011-Aug , ,083 Betting duties Austria Sep 2014-Jun ,200 Restructuring, Iacta Marketing AB 1,598 Restructuring DSRPTV Gaming Ventures Ltd 2,400 Total 81, ,081 Balance sheet Group Long-term liability OB, betting duties Austria 79,507 Accrual for the year 33,363 79,507 Payments during the year Total, betting duties Austria 112,870 79,507 Current liability OB, betting duties Austria 30,058 Accrual for the year 78,724 30,058 Payments during the year 22,080 Total, betting duties Austria 86,702 30,058 Y (40) Z

43 NOTE 8 DEPRECIATION, AMORTISATION AND IMPAIRMENT Group Parent company Amortisation, customer contracts 7,169 19,634 Amortisation, capitalised costs for gaming platform 54,633 31,189 Depreciation, equipment 3,383 3, Other amortisation/ depreciation Total amortisation/ depreciation 65,247 53, Impairment capitalised costs for gaming platform 25,917 Total impairment 25,917 NOTE 9 NET FINANCIAL INCOME/EXPENSE Group Parent company Interest income, external Interest income, internal 21 Other financial income 38 Total financial income Interest expense, external Interest expense, internal 2,241 1,253 Other financial expenses Total financial expense ,243 1,325 Net financial income/expense ,221 1,291 NOTE 10 INCOME TAX Group Parent company CURRENT TAX Sweden 1, Outside Sweden 8,177 1,292 Total current tax 6, DEFERRED TAX Sweden 3,002 7,284 Outside Sweden 5,089 3,310 Total deferred tax 8,091 3,974 Cont. Note 10. Income tax Group Parent company DIFFERENCE BETWEEN CURRENT TAX AND TAX BASED ON APPLICABLE TAX RATE Reported net result before tax 36,100 30,965 32,855 36,275 Tax calculated at applicable rate (22%) 7,942 6,812 7,228 7,981 Difference in tax from foreign operations 1, Tax effect of CFC taxation Tax effect of non-deductible expenses 33,884 10, ,693 Tax effect of nontaxable items 25,628 8,890 12,674 Tax effect of adjustments from previous years 108 Tax effect of Group contributions 1,320 Change in tax losses ,294 Change in other temporary differences 5,162 Other 1, Reported tax 1,668 4,445 Balance sheet Group Parent company DEFERRED TAX LIABILITY Temporary difference, non-current assets Other temporary differences Deferred tax liability The deferred tax liability mainly refers to acquired intangible assets, which means that the future portion affecting cash flow is SEK 2.2 (7.3) million. NOTE 11 EARNINGS PER SHARE Group Earnings per share, attributable to parent company shareholders 34,433 26,520 Average total number of shares 35,849,413 35,849,413 Earnings per share in SEK before dilution 0,96 0,74 Earnings per share in SEK after dilution 0,96 0,74 Average share price 39,19 35,49 See page 50, Definitions, for the method of calculation. Y (41) Z

44 NOTE 12 INTANGIBLE ASSETS Group Customer Trademark Gaming platform Goodwill Other intangible assets Cost, 1 January , ,700 91, , ,294 Purchases for the year Development of gaming platform 51,860 51,860 Acquisition of subsidiaries/assets and liabilities 35,394 16,461 51,855 Cost, 31 December , , , ,753 1,028,010 Opening amortisation, 1 January ,349 39,792 56,141 Amortisation for the year 19,634 31,189 50,823 Acquisition of subsidiaries/assets and liabilities Closing amortisation, 31 December ,984 71, ,372 Closing net book amount, 31 December , , , , ,638 Total Cost, 1 January , , , ,753 1,028,010 Purchases for the year 4, ,907 Development of gaming platform 46,682 46,682 Acquisition of subsidiaries/assets and liabilities 2,774 5,666 8,441 Translation difference 1,186 8,204 3,978 13,947 19,359 Cost, 31 December , , , , ,068,680 Opening amortisation, 1 January ,984 71, ,372 Amortisation for the year 7,169 54, ,865 Translation difference 1,158 4,152 2,994 Closing amortisation, 31 December , , ,230 Opening impairment, 1 January 2015 Impairment for the year 25,917 25,917 Translation difference Closing impairment, 31 December ,307 25,307 Closing net book amount, 31 December ,495 80, , ,143 Parent company Other intangible assets 2015 Cost, 1 January 2015 Purchases for the year 566 Cost, 31 December Opening amortisation, 1 January 2015 Amortisation for the year 63 Closing amortisation, 31 December Closing net book amount, 31 December Impairment testing of goodwill and trademarks with indefinite useful lives In connection with the preparation of the annual accounts the Group s goodwill and trademark were tested for impairment in accordance with the accounting policies defined for the Group, see Note 2. The test is based on fair value less selling expenses, which is determined on the basis of the quoted price for Mr Green s shares at year-end. No impairment exists even in case of a reasonable change in the share price of Mr Green. Impairment of gaming platform During the financial year an impairment loss of SEK 25.9 million on the gaming platform in Social Holdings Ltd was recognised. The reason for the impairment is that Mr Green has chosen to focus on its core business and does not expect to generate future revenues from this gaming platform. After the impairment this gaming platform is valued at SEK 0. Y (42) Z

45 NOTE 13 PROPERTY, PLANT AND EQUIPMENT Server, hardware, equipment, furniture, etc. NOTE 14 OTHER RECEIVABLES Other receivables classified as current assets Group Parent company Group Parent company Cost, 1 January , Purchases for the year 1,365 Sales and disposals Cost, 31 December , Opening depreciation, 1 January , Depreciation for the year Sales and disposals Closing depreciation, 31 December , Closing residual value, 31 December , Cost, 1 January , Purchases for the year 3,823 Sales and disposals 526 Cost, 31 December , Opening depreciation, 1 January , Depreciation for the year 3,383 7 Sales and disposals 491 Closing depreciation, 31 December , Closing net book amount, 31 December , Tax account Receivables, payment providers 914 2,683 Deposits 6,495 1, VAT 2,552 1, Other Total 11,042 5, NOTE 15 ACCRUED EXPENSES AND DEFERRED INCOME Group Parent company Rents Marketing costs 301 1,853 License costs 1,951 IT expenses 467 2, Other accrued expenses 1,612 1, Total 5,201 5, NOTE 16 CASH AND CASH EQUIVALENTS The item Cash and cash equivalents in the balance sheet and statement of cash flows consists of the following parts: Group Parent company Cash and bank balances 129, ,400 4,265 4,270 Accounts with payment service providers 61,194 46,554 Total 190, ,954 4,265 4,270 Y (43) Z

46 NOTE 17 FINANCIAL INSTRUMENTS RISKS AND FAIR VALUES Financial assets and liabilities in other currencies than Swedish kronor totalled SEK (130.3) million and SEK 39.1 (38.6) million, respectively, at the end of the reporting period. With a ten per cent strengthening (weakening) of the Swedish krona against foreign currencies, financial assets and liabilities would affect equity and earnings by SEK 14.8 (9.2) million. CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES Items measured at fair value through profit or loss Loans and receivables Other financial liabilities Items measured at fair value through profit or loss Loans and receivables Other financial liabilities Other receivables 10,090 5,224 Receivable from payment providers 61,194 46,554 Cash and bank balances 129, ,400 Total financial assets 200, ,178 Trade payables 33,246 26,339 Other liabilities 10,069 10,476 Total financial liabilities 10,069 33,246 10,476 26,339 The consolidated item that has been recognised at fair value in Level 3 refers to a liability for an additional consideration, SEK 10.1 (10.5) million. See Note 24. Market values have been applied to determine the fair values of financial assets and liabilities. For current receivables and liabilities, the carrying amount is deemed to approximate fair value due to the short maturities. NOTE 18 EQUITY COMPOSITION OF SHARE CAPITAL No. of shares Share capital (SEK 000) No. of shares Share capital (SEK 000) The company has only one share class 35,849,413 35,849 35,849,413 35,849 CHANGE IN NUMBER OF SHARES Change No. of shares 3 Feb 2012 Company is formed 50,000 50,000 8 Apr 2013 Bonus issue 6,107,335 6,157, Jun 2013 Rights issue 29,692,078 35,849,413 The shares have a quotient value of SEK 1. All shares entitle the holder to the same rights to the company s assets and earnings. Warrant scheme On 19 March 2014 an extraordinary general meeting of Mr Green & Co AB resolved to authorise the issuance of up to 1,400,000 warrants. The exercise price for the shares has been set at 200 per cent of the volume-weighted average quoted price of the shares on AktieTorget during the period 5 March 2014 to 18 March 2014 inclusive. The average price for the period was SEK 34, which means that the exercise price is SEK 68. Each warrant entitles the holder to subscribe for one new share of the company. Subscriptions for shares in accordance with the terms and conditions for the warrants may be made during the period 20 March 2017 to 20 April 2017 inclusive. At year-end 2015, 12 senior executives held a total of 1,110,000 warrants. The average purchase price for the warrants is SEK 0.52 per warrant. The warrants have been valued at their market price by an external party using the Black- Scholes option pricing model. In the calculation of the fair value of the warrants the following assumptions have also been used: risk-free rate based on the yield curve for Swedish government bonds and an expected volatility of 30 per cent. Changes in the number of outstanding warrants and their exercise price are shown in the following table. Exercise price / Warrant SEK No. of warrants 1 January ,100,000 Allocated ,000 Forfeited , December ,110,000 Y (44) Z

47 NOTE 19 OTHER LIABILITIES Group Parent company Taxes for employees 4,380 4, Liabilities to employees VAT Player accounts 3,890 3,180 Deferred additional consideration 10,069 10,476 Other liabilities 2,120 2,426 Total 20,490 20, NOTE 20 ACCRUED EXPENSES AND DEFERRED INCOME Group Parent company Holiday pay liability 2,405 1,804 1, Social security contributions Pension premiums 1, Gaming royalties 12,625 11,087 Betting duties 6,503 1,936 Fees to payment service providers 1,191 1,027 Provisions for potential jackpot winnings 1,401 Marketing costs 21,605 23,051 Auditors fees Lawyers fees 4,251 1, Consulting fees 2,304 1, Directors fees Other 4,520 4, ,294 Total 58,785 50,903 4,200 2,738 NOTE 21 RELATED PARTIES The company and its subsidiaries have concluded service contracts with several companies that are controlled by related parties. The services comprise product development contracts, projects aimed at new markets and public affairs services. Several contracts were completed during the year and the extent of such transactions has continued to decrease. Related-party transactions are priced at market rates. The total expense for services received during the period is SEK 2.4 (9.6) million. RELATED-PARTY TRANSACTIONS Parent company Purchase of services from related parties Purchases from other related parties 2, Sale of services to related parties Sales to subsidiaries 4,532 2,897 Financial transactions with related parties Dividends from subsidiaries 1,833 57,610 Group contributions from Swedish subsidiaries 6,000 5,030 Interest income from subsidiaries 21 Interest expense, subsidiaries 2,241 1,282 Receivables from related parties Receivables from subsidiaries 6,591 40,416 Liabilities to related parties Liabilities to subsidiaries 45,718 3,615 Liabilities to other related parties 200 NOTE 22 PROFIT/LOSS FROM INTERESTS IN GROUP COMPANIES Parent company Dividend and adjustment of dividend from subsidiaries 1,833 57,610 Profit/loss from interests in Group companies 41 Total profit/loss from interests in Group 1,792 57,610 NOTE 23 APPROPRIATIONS Parent company Group contributions from Swedish subsidiaries 6,000 5,030 Total appropriations 6,000 5,030 Y (45) Z

48 NOTE 24 INVESTMENTS IN GROUP COMPANIES INVESTMENTS IN GROUP COMPANIES Company Corp. ID no. Head office Equity shares No. of shares Iacta Marketing AB 1) Stockholm 0% (100%) 1, Green Gaming Group Plc C45567 Malta 100% 275, , ,891 Mr Green Limited C43260 Malta 100% 240,000 Marketing Strategies Limited C35105 St Kitts & Nevis 100% 5,000 DSRPTV Gaming Ventures Limited 2) C59749 Malta 0% (100%) 1,165 Social Holdings Limited 2) C56495 Malta 0% (100%) 14,000 Mr Green Consulting AB 3) Stockholm 100% 500 3,544 Mr Green & Co Technology AB Stockholm 100% Mr Green & Co Optionsbärare AB Stockholm 100% Total 714, ,741 1) Liquidated. 2) Merged into Mr Green Limited. 3) Internal restructuring and name changed from Social Thrills AB CHANGES IN INVESTMENTS IN GROUP COMPANIES Parent company Cost at beginning of year 710, ,085 Internal restructurings 3,368 Investment of share capital in start-ups 657 Cost, 714, ,741 During the period three internal acquisitions and two mergers took place in the Group, in each case of fully owned Group companies. Social Thrills AB was acquired by Mr Green & Co AB from Social Holdings Ltd. The company then changed its name to Mr Green Consulting AB. Social Holdings Ltd and DSRPTV Gaming Ventures Ltd were acquired by Mr Green Ltd from Green Gaming Group Plc. Social Holdings Ltd and DSRPTV Gaming Ventures Ltd were then merged into Mr Green Ltd. The acquisition of Social Holdings Ltd in 2014 includes provisions for an additional consideration, which the sellers may be entitled to receive before the end of 2017 if a number of conditions are met. The remaining portion of the additional consideration is limited to SEK 10.1 million. The additional consideration has been provided for in the accounts and included in the purchase price allocation from Y (46) Z

49 NOTE 25 CORRECTION OF ERROR Previously the Group s non-current assets have been converted at the purchase date exchange rate, both in the legal unit and in the elimination of the acquisition at the consolidated level. This incorrect foreign currency translation has necessitated corrections in financial statements for prior years in respect of customer contracts, trademarks, other intangible assets, goodwill and equipment. The currency change has been accounted for as an error in the translation reserve in equity and deferred tax liability. The effect of the corrections in the income statement refer to the translation of foreign subsidiaries in other comprehensive income. The corrections have not affected the earnings per share measure for any period. The effects of the corrections on a per balance sheet item basis for each opening balance in 2014 and 2015 is illustrated below. Opening balance sheet, 1 Jan 2014 Correction of error Restated opening balance sheet after correction of error, 1 Jan 2014 Customer contracts 26, ,151 Trademark 271,638 10, ,722 Other intangible assets 46,926 1,645 48,571 Goodwill 445,863 16, ,416 Equipment 6, ,256 Other non-current financial assets 23,236 23,236 Non-current assets 820,087 29, ,351 Current assets 127, ,304 TOTAL ASSETS 947,391 29, ,655 Share capital 35,849 35,849 Share premium reserve 680, ,199 Translation reserve 1,316 24,814 26,130 Retained earnings 26,441 26,441 Equity 743,805 24, ,619 Deferred tax liability 109,019 4, ,468 Non-current liabilities 109,019 4, ,468 Current liabilities 94,567 94,567 TOTAL EQUITY AND LIABILITIES 947,391 29, ,655 Opening balance sheet, 1 Jan 2015 Correction of error Restated opening balance sheet after correction of error, 1 Jan 2015 Customer contracts 6, ,197 Trademark 271,638 27, ,700 Other intangible assets 102,584 4, ,988 Goodwill 462,324 45, ,753 Equipment 3, ,090 Non-current assets 846,910 77, ,728 Current assets 166, ,017 TOTAL ASSETS 1,012,927 77,818 1,090,745 Share capital 35,849 35,849 Share premium reserve 680, ,806 Translation reserve 2,548 65,503 68,053 Retained earnings 46,683 46,683 Equity 672,520 65, ,024 Deferred tax liability 105,325 12, ,640 Other non-current liabilities 79,507 79,507 Non-current liabilities 184,832 12, ,146 Current liabilities 155, ,574 TOTAL EQUITY AND LIABILITIES 1,012,927 77,818 1,090,745 Y (47) Z

50 Stockholm 22 March 2016 Henrik Bergquist Director Andrea Gisle Joosen Director Mikael Pawlo Director Kent Sander Director Tommy Trollborg Chairman Per Norman CEO We submitted our audit report on 23 March 2016 Öhrlings PricewaterhouseCoopers AB Bo Åsell Authorised Public Accountant Y (48) Z

51 Auditor s Report To the annual meeting of shareholders in Mr Green & Co AB (publ) Corporate Identity Number Report on the accounts and consolidated accounts We have audited the annual accounts and consolidated accounts for Mr Green & Co AB (publ) for The company s annual accounts and consolidated accounts are included in the printed version of this document on pages The Board of Directors and Managing Director s responsibility for the annual accounts and consolidated accounts The Board of Directors and Managing Director are responsible for the preparation and fair presentation of annual accounts in accordance with the Annual Accounts Act and for the preparation and fair presentation of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and according to the Annual Accounts Act, and they are also responsible for such internal control as the Board of Directors and Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted the audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the annual accounts and consolidated accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor s judgement, including the assessment of the risk of material misstatement in the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation and fair presentation of the annual accounts and consolidated accounts, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the Board of Directors and Managing Director as well as evaluating the overall presentation of the annual accounts and consolidated accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2015 and of its financial performance and cash flows for the year then ended, in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as at 31 December 2015 and of its financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards, as adopted by the EU, and according to the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts. We therefore recommend that the annual general meeting of shareholders adopt the income statement and balance sheet for the parent company and for the group. Other information The annual reports and consolidated accounts for 2014 were audited by another auditor whose Auditor s Report, dated 24 March 2015, was based on the standard formulations as applied to the audit of those accounts. Report on other legal and regulatory requirements In addition to our audit of the annual accounts, we have examined the proposed appropriations of the company s profit or loss and the administration of the Board of Directors and Managing Director s administration of Mr Green & Co AB (publ) for Board of Directors and Managing Director s responsibility The Board of Directors is responsible for the proposal for appropriations of the company s profit or loss, and it is the Board of Directors and Managing Direcotr who are responsible for the administration of the company under the Swedish Companies Act. Auditor s responsibility Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden. As a basis for our opinion on the Board of Directors proposed appropriations of the company s profit or loss, we examined whether the proposal is in accordance with the Swedish Companies Act. As the basis for our statement on discharge from liability we, in addition to our audit of the annual accounts and consolidated accounts, examined significant decisions, actions taken and circumstances of the company in order to determine whether Board member or the Managing Director is liable to the company. We also examined whether any Board member or the Managing Director has, in any other way, acted in contravention of the Swedish Companies Act, the Annual Accounts Act or the Articles of Association. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion We recommend to the annual general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and Managing Director be discharged from liability for the financial year. Stockholm, 23 March 2016 Öhrlings PricewaterhouseCoopers AB Bo Åsell Authorised Public Accountant Y (49) Z

52 Definitions Active customer A customer is defined as active when he or she has played with real money deposited in the customer account during the year The customer is also considered to be active if he or she has played with winnings from free spins and/or bonuses from Mr Green. Average number of employees Average number of employees expressed as full-time positions (annual full-time equivalents). Average number of outstanding shares Weighted average number of outstanding shares during the year taking account of bonus issues and rights issues. Average share price The sum of the total turnover of the shares for the year divided by the total number of shares traded during the year. Dividend per share Actual/proposed divided by the total number of outstanding shares at the end of the year. EBIT Earnings before net financial expense and tax. EBITDA Earnings before depreciation, amortisation, impairment, net financial expense and tax. EBITDA margin (%) Earnings before depreciation, amortisation, impairment, net financial expense and tax in relation to revenue. Equity/assets ratio (%) Equity at the end of the period as a percentage of total assets at the end of the year. Earnings per share Earnings after tax, divided by the average number of outstanding shares during the year. Earnings per share after dilution Earnings after tax, divided by the average number of outstanding shares during the year, adjusted for an additional number of shares for alternatives with dilution effects. Game win Total game win from customers for all games less all winnings paid to players, provisions for bonuses and jackpot contributions. Liquidity Current assets divided by current liabilities including proposed but not approved dividends. Non-recurring items Refers to items which are of a non-recurring nature or are not directly linked to the Group s normal operations, which means that the recognition of these items together with other items in the income statement would impair comparability with other periods and make it harder for an outside party to assess the Group s performance. Number of employees at year-end Number of employees on the payroll for the month of December. Number of outstanding shares Number of shares at year-end. Number of (registered) shareholders Number of direct shareholders and shareholders listed through a nominee-registered shareholder recorded in the share register maintained by Euroclear Sweden. Equity per share Equity divided by the number of outstanding shares at the end of the year. Y (50) Z

53 Annual General Meeting and other information ANNUAL GENERAL MEETING Mr Green & Co AB invites its shareholders to take part in the company s Annual General Meeting on Thursday 21 April 2016, at 5:30 p.m., in Sibeliussalen, Finlandshuset, Stockholm. Shareholders wishing to take part in the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB by Friday 15 April 2016 and register their attendance with the company no later than 15 April NOTICE (ALSO AT Shareholders wishing to take part in the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB by 15 April 2016, and must register their attendance with the company no later than 15 April 2016 at the following address: Mr Green & Co AB, Sibyllegatan 17, SE Stockholm, or by e-post: info@mrgco.se. When registering, shareholders should indicate their name, personal or corporate ID number, address, telephone number, address, the names of any attendants and the number of shares held. Power of attorney forms for shareholders wishing to participate by proxy will be available on the company s website, Shareholders participating by proxy are required to provide a dated power of attorney to their proxy. If the power of attorney is provided on behalf of a legal entity, a certified copy of a registration certificate or equivalent document for the legal entity must be enclosed with the notice of attendance. The power of attorney and registration certificate must be sent to the company at the above address well in advance of the meeting. The power of attorney must not be more than five years old. PROPOSED DIVIDEND The Board of Directors proposes that the AGM resolve not to pay a dividend for the financial year 2015, either in the form of a traditional dividend or in the form of a transfer to the shareholders through a mandatory share repurchase programme. The reason is that the company intends to invest in its own business. More information about the company s dividend policy is provided on page 10, in the section Share information and shareholders. OTHER INFORMATION Mr Green intends to publish financial reports as follows: Interim report for the first quarter of 2016: 29 April 2016 Interim report for the second quarter: 20 July 2016 Interim report for the third quarter: 28 October 2016 Year-end report for 2016: 10 February 2017 INVESTOR RELATIONS Frida Adrian +46 (0) frida.adrian@mrgco.se or ir@mrgco.se NOMINEE-REGISTERED SHARES Shareholders whose shares are registered with a bank s trust department or another nominee must temporarily have their shares re-registered in their own name with Euroclear Sweden AB to be able to participate in the AGM. Such re-registration must be completed by 15 April 2016, which means that the nominee needs to be informed well in advance of this date. Y (51) Z

54 A unique concept THE HISTORY OF MR GREEN The online casino Mr Green & Co Ltd was founded in 2007 by three Swedish entrepreneurs: the founders Fredrik Sidfalk and Henrik Bergquist, who co-founded Swedish gaming site Betsson in 2001, and Mikael Pawlo, who came from the PR and marketing industry. The founders saw an opportunity to create an online casino for the mass market that focused on the customer experience. The idea was to create an online casino which offered the same atmosphere as one of Monte Carlo s famous casinos. This would be achieved through a graphic design that created an environment with an entirely new atmosphere and a brand that represented something new in the gaming world. To achieve the best customer experience in the market, not just the design and graphics of the site were developed. Mr Green also offered a wide range of games from different providers in order to meet its customers demand for variety. Mr Green was also one of the first operators to offer seamless payment solutions, which meant that customers no longer needed to change chips to play games from different providers. The Mr Green online casino was also adapted to the various local markets in order to provide reassurance and make the site feel recognisable, which in turn increased customer loyalty. One strategy was to recruit individuals who did not come from the gaming industry. That way, the company got people on board who had new, fresh ideas and no preconceptions about online gaming. From the outset the founders had a global perspective with a focus on rapid growth. In August 2008 the Mr Green online casino was launched. One month later Mr Green had established itself in its second market. By growing rapidly Mr Green was able to secure favourable supplier prices and ensure faster development of new products and efficient handling of market regulations. In 2013 the parent company changed its name to Mr Green & Co AB (publ) and was listed on the AktieTorget stock exchange. In 2014, at the industry gala the Operating Marketing and Innovation Awards, Mr Green and Garbo won the Innovative Start-up and Brand of the Year categories. In 2015 Per Norman was appointed CEO after Mikael Pawlo and Mr Green was named Casino Operator of the Year for the third time running at the industry gala International Gaming Awards. THE MR GREEN CHARACTER The Mr Green character has lent his hat to Mr Green & Co s logotype. The Mr Green brand has many hallmarks: the man, the hat, the umbrella, the cuff links and so on. This creates a lively brand which the online casino uses effectively in its marketing to strengthen customer loyalty. The word green refers not only to green gaming. In the casino world green also has many other meanings. In the US greens is slang for money. In French roulette the bank is green and in many casino games the cloth of the gaming table is green. The Mr Green character has evolved into a well thought out concept in which Mr Green is a gentleman, but not a snob. He comes from a simple background, like James Bond in Dr No or the character played by Tony Curtis in The Persuaders. As an adult, Mr Green has taken the step into a world where he associates with aristocracy and beautiful women. He appreciates a good cigar, and his preferred drink is dry Martini (without vermouth), but he will also drink the odd beer. He likes his customers and treats them fairly as a true gentleman and gives them tips about games and strategies, a bit like Humphrey Bogart in the classic film Casablanca. Y (52) Z

55 Production: Mr Green in collaboration with Addira Design: Studio Bang Photography: Ulf Berglund Printing: Larsson Offsettryck Linköping Y (53) Z

56 MR GREEN & CO AB (publ) SIBYLLEGATAN 17 4 TR STOCKHOLM, SWEDEN Y (54) Z