Call for Extra General Meeting Cherry AB (PLC)
The shareholders of Cherry AB (PLC) are invited to an Extra General Meeting on Wednesday, 16 March, 2016, starting at 16:30 at the premises of law firm Setterwalls, Sturegatan 10, Stockholm.
Shareholders who wish to attend the Extra General Meeting (the “EGM” or “the Meeting”) need to:
• be entered in the register of shareholders held by Euroclear Sweden AB by Thursday, 10 March, 2016, and
• notify Cherry AB (the “Company”) of their intention to participate by Monday, 14 March, 2016
Shareholders who wish to attend the EGM need to notify the Company in writing at the following address:
Cherry AB, Blekholmstorget 30, SE-111 64, Stockholm, Sweden. Notification may also be made by telephone:
+46 8-514 969 48 or email: alexander.pettersson@cherry.se. When giving notice of attendance, shareholders must state their name, social security number/corporate registration number, address, telephone number and shareholding. Shareholders who are represented by proxy should include such proxy together with the notification to attend the EGM. Those shareholders who wish to be represented by proxy can download a proxy form from the Company’s website www.cherry.se.
Shareholders with nominee-registered shares must, in order to participate at the EGM, temporarily register the shares in his or her own name with Euroclear Sweden AB. Such shareholders must notify their nominee regarding the above-mentioned matter in due time before Thursday, 10 March, 2016.
Proposed Agenda
- Election of a Chairman at the Meeting
- Preparation and approval of the register of shareholders entitled to vote at the Meeting
- Approval of the agenda
- Election of one or two persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Election of new member of the Board of Directors
- Resolution regarding new share issue
- Closing of the Meeting
Proposition for resolution
Election of Chairman of the meeting (item 1)
The Nomination Committee, consisting of Rolf Åkerlind, Pontus Lindwall, Morten Klein and John Wattin, proposes that Jörgen S Axelsson is appointed Chairman of the Extra General Meeting.
Election of member of the board (item 6)
The Nomination Committee proposes that the Board shall be supplemented by Johan Moazed, to meet Nasdaq's requirements for board composition. Johan has experience of working on the board of Betting Promotion, which was listed on the regulated market NGM Equity until November 2012. Johan also has extensive experience in several areas within the gaming industry, such as sports betting and game development.
The Nomination Committee's proposal is supported by a majority of the shareholders.
Resolution to issue new shares (item 7)
Cherry previously announced on 28 January, 2015 that the company entered into an agreement to acquire a 51 percent stake in the affiliate company Game Lounge Ltd. According to the purchase agreement, Cherry shall pay an additional consideration of up to EUR 2 million, which Cherry has the right to pay with shares in Cherry or with cash. The Board proposes that the Extra General Meeting resolves to allow payment of the additional consideration with shares in Cherry, but that the Board, in whole or in part, may decide to pay with cash. For this reason, the Board proposes that the Meeting resolves to increase the share capital in Cherry AB by a maximum of SEK 91,300 by a new issue of a maximum of 166,000 class B shares, each with a quota value of SEK 0.55.
The subscription price shall be determined in EUR rounded to two decimal places and calculated as the volume weighted average closing price for the five trading days immediately preceding the date of the Extra General Meeting, and by applying the exchange rate of SEK / EUR as published by the European Central Bank the day before the meeting.
The right to subscribe for the shares, superseding the preferential rights of other shareholders, shall be granted to Tykkox Investments Ltd., which was the seller of the shares in Game Lounge Ltd. Payment for the subscribed shares shall be made by offsetting the seller's claim on the additional consideration under the purchase agreement. Subscription and payment for the new shares shall take place no later than 30 business days after the EGM. The Board shall be entitled to extend the subscription period and the time of payment. The new shares shall be entitled to a dividend for the first time on the recorded date for dividends occurring after the rights issue has been registered at the Swedish Companies Registration Office.
The Board, or the person appointed by the Board, shall have the right to make minor adjustments to the resolutions above that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Jonas Cederholm and Fredrik Langeland have a controlling interest in Tykkox Investments Ltd. and are also the directors of the Game Lounge, Ltd., which is a subsidiary to Cherry AB. For this reason the share issue in accordance with the above provisions are subject to Chapter 16. Companies Act (2005: 551). A valid resolution requires approval of shareholders, thus representing at least nine-tenths of both the votes cast and the shares represented at the Extra General Meeting.
Other
The complete proposal by the Board, including reports and statements under the Companies Act (2005: 551) will be available at the Company no later than March 2, 2016 at the above address and on the company website www.cherry.se, and will be sent to those shareholders who have registered for the Extra General Meeting or notified that they wish to receive information via a separate mailing.
At the Extra General Meeting, shareholders have, under Chapter 7. § 32 of the Companies Act (2005: 551), the right to request information from the Board and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the company's financial situation.
As of February 29, 2016 there were a total of 14,297,114 shares, representing a total of 23,275,514 votes, divided 997,600
A shares and 13,299,514 B shares.
Please note that this is a translation for information purposes only – in case of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
Stockholm, March 2016
The Board of Directors
For further information, please contact:
Fredrik Burvall, CEO Cherry AB (Plc)
Telephone +46 8-514 969 52, fredrik.burvall@cherry.se
Cherry in brief
Cherry is a Swedish gaming company established in 1963 specialized in online casinos and lotteries (www.CherryCasino.com, www.EuroLotto.com, www.EuroSlots.com, www.SpilleAutomater.com, www.NordicSlots.com, www.NorgesSpill.com, www.SveaCasino.com, www.SuomiCasino.com, www.Sunmaker.com, www.SunnyPlayer.com and www.Kingplayer.com), affiliate business through Game Lounge and games development (www.Yggdrasil.com), through subsidiaries in Malta. Cherry is the market leader in casinos in restaurants and nightclubs in Sweden. Cherry employs around 750 people and has more than 3,800 shareholders. The Company's B-shares are listed on AktieTorget