Notice to attend and extraordinary shareholders’ meeting in Cherry AB (publ)
The shareholders of Cherry AB, reg. no. 556210-9909, (the ”Company”), are hereby given notice to attend an extraordinary shareholders’ meeting to be held Monday 13 March 2017 at 10.00 a.m. at Advokatfirman Delphi’s office, with address Mäster Samuelsgatan 17, 7th floor, Stockholm. Registration for the meeting commences at 09.30 a.m.
Right to participate
Shareholders who wish to participate at the extraordinary shareholders’ meeting must:
- be entered in the share register kept by Euroclear Sweden AB on Tuesday 7 March 2017, and
- give notice of attendance to the Company at the latest on the same day (Tuesday 7 March 2017).
The notice shall be given by mail to Cherry AB (publ), Attn: Alexander Pettersson, Blekholmstorget 30, SE-111 64 Stockholm, by telephone to +46 (0)8 514 969 48 or by e-mail to alexander.pettersson@cherry.se. Such notice must contain the shareholder’s name, personal identification number or corporate registration number, address, telephone number and the numbers of shares held, as well as any attending counsel, maximum two.
Personal data that has been collected from the share register kept by Euroclear Sweden AB, the notice of attendance to the shareholders’ meeting and information about counsels will be used for registration, making a voting list for the shareholders’ meeting and, where appropriate, minutes to the shareholders’ meeting.
Nominee-registered shares
In order to be entitled to participate in the meeting, shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name in the share register kept by Euroclear Sweden AB. Shareholders who wishes to obtain such registration must contact the nominee regarding this well in advance of 7 March 2017, when such registration must be completed.
Proxies
Shareholders represented by proxy must issue a written, signed and dated proxy. If the proxy is issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis) of the legal entity (or similar document for non-Swedish legal entity) must be attached to the proxy. Proxy forms for shareholders who wish to attend the meeting by proxy will be available on the Company’s website, www.cherry.se. An original copy of the proxy shall be presented at the meeting.
Number of shares and votes in the Company
At the time of the issuance of this notice, the total number of shares in the Company is 17 261 075, whereof 997,600 are shares of class A and 16 263 475 are shares of class B, and the total number of votes in the Company is 26 239 475. The Company does not hold any own shares.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of persons to approve the minutes
5. Determination of whether the meeting has been duly convened
6. Resolution on authorization for the board of directors to decide on issue of new shares of class B
7. Election of new board member
8. Closing of the meeting
Proposals by the board of directors
Item 6 – Resolution on authorization for the board of directors to decide on issue of new shares of class B
The Company has, as communicated earlier, decided to exercise the option to acquire the remaining 52 275 shares corresponding to 51 per cent of the total amount outstanding shares and votes in Come on Malta Ltd, reg. no. C46829 (”ComeOn”), meaning that ComeOn after the acquisition will be a wholly-owned subsidiary to the Company. The Company intends to pay the remaining 51 per cent of the shares in ComeOn with a combination of about 40 per cent newly issued shares of class B in the Company and about 60 per cent in cash.
In the light of the above, the board of directors proposes that the shareholders’ meeting resolves to authorize the board of directors to resolve on issuance of new shares of class B at one or more occasions up to and including the next annual general meeting. Payment can be made in kind. The number of shares in the company may by virtue of this authorization not be increased with more than 3,584,521 new shares of class B. At full exercise, the authorization corresponds to a dilution of approximately 17.2 per cent of the number of shares and approximately 12 per cent of the votes, based on current number of shares and votes in the Company.
Proposals by the election committee
The election committee, consisting of Rolf Åkerlind (chairman), Pontus Lindvall (appointed by the Hamberg family), Tom Anders Melheim (appointed by Klein Group AS) and Emil Svärd (appointed by Prunus Avium Ltd), has presented the following proposals.
Item 1 – Election of chairman of the meeting
The election committee propose that Andreas Wirén are chosen to be the chairman of the meeting.
Item 7 – Election of new board member
The board of directors currently consist of the following seven ordinary, elected at shareholders’ meeting, board members (without deputies): Rolf Åkerlind (chairman), Anders Holmgren, Morten Klein, Anna Bergius, Magnus Berglind, Johan Moazed and Gunnar Lind.
Since Anders Holmgren has been appointed as managing director and group chief executive and therewith his position in the board of directors is at disposal, for the period until the end of the next annual general meeting, the election committee propose that Claes Ruthberg replaces Anders Holmgren as ordinary board member in the Company. The remuneration of directors according to the resolution of the annual general meeting held 12 May 2016 shall be distributed between Anders Holmgren and Claes Ruthberg pro rata for their respective period of service for the period from the annual general meeting 2016 until the end of the next annual general meeting.
Information about the proposed new board member will be published on the corporate webpage no later than one week prior to the Shareholders’ Meeting.
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, at the meeting provide information regarding circumstances which may affect the assessment of a matter on the agenda.
Documentation
The board of directors’ full proposal in accordance with item 6 a will be available at the Company’s office, Blekholmstorget 30 in Stockholm, at the latest two weeks prior to the meeting and will be sent to those shareholders who request this and provide their postal address. The proposal will also be available on the Company’s website, www.cherry.se and will be presented at the shareholders’ meeting.
__________
Stockholm in February 2017
CHERRY AB (PUBL)
The board of directors
The information in this press release is information which Cherry AB (publ) is required to disclose under EU Market Abuse Regulation (EU). The information was provided by the below contact persons for publication on February 23, 2017 14.40 CET.
Translation
This is a translation of the Swedish original.
For further information, please contact:
Rolf Åkerlind, Chairman of the Board, Cherry AB (publ), Mobile +46 708-836 190, email: rolf@akerlind.se or
Anders Holmgren, acting CEO Cherry AB (publ), Mobile +46 708-607 534, email; anders.holmgren@cherry.se
Gunnar Modalen, Chef IR & Communication Cherry AB (publ), Mobile +46 702-802 636, gunnar.modalen@cherry.se
Cherry in brief
Cherry is a Swedish innovating and fast growing gaming company established in 1963. The business strategy is to create shareholder value by owning and developing fast-growing and profitable businesses within the gaming and casino industry. Cherry operates within five diversified business areas, Online Gaming through Cherry iGaming, Performance-based Marketing through Game Lounge, Gaming Technology through XCaliber. Game Development through Yggdrasil Gaming and Restaurant Casino through Cherry Spelglädje. The objective is to grow organic in combination with strategic acquisitions of fast-growing companies. Cherry employs around 900 people and has more than 5,600 shareholders. The Company’s B-shares are listed on AktieTorget.