Notice of Extraordinary General Meeting in Cherry AB (publ) on 27 March 2019
At the request of European Entertainment Intressenter BidCo AB (“EE Intressenter”), which after completion of the public takeover offer to the shareholders of Cherry AB (publ), reg. no. 556210-9909, (“Cherry” or the “Company”) holds more than 80 percent of the total number of shares and votes in Cherry, the shareholders of Cherry are hereby invited to the Extraordinary General Meeting on Wednesday 27 March 2019, at 10:00 a.m. CET, at Advokatfirman Delphi, Mäster Samuelsgatan 17 in Stockholm, Sweden. Registration for the meeting will commence at 09:30 a.m. CET.
Right to participate
Shareholders who wish to participate at the Extraordinary General Meeting must:
(i) both be recorded as shareholders in the share register kept by Euroclear Sweden AB on the record date of Thursday 21 March 2019; and
(ii) not later than Thursday 21 March 2019 have notified their attendance and possible advisors, to the Company, either in writing to Cherry AB (publ), Att: Ebba Ahlgren, Stureplan 19, SE-111 45 Stockholm, Sweden or via e-mail to ebba.ahlgren@cherry.se.
The notification shall include full name, personal/corporate identity number, address, daytime telephone number, holding of shares and, when applicable, information regarding deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, certificates of registration and other documents of authority.
Personal data regarding shareholders acquired from the share register, the notification of attendance at the meeting and data regarding deputies, proxies and advisors, will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council).
Nominee registered shares
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Thursday 21 March 2019, at which time such registration shall have been made.
Proxies
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company's website www.cherry.se. The original version of the power of attorney shall also be presented at the meeting.
Information regarding number of shares and votes
The total number of shares and votes in the Company at the time of this notice amount to 105,668,026 shares, representing a total of 150,560,026 votes, divided among 4,988,000 series A shares representing ten (10) votes each and 100,680,026 series B shares representing one vote each. The Company has no holding of own shares.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two persons to check the minutes.
- Determination as to whether the meeting has been duly convened.
- Determination of the number of board members and deputy board members.
- Election of a new board members and a new chairman of the board of directors.
- Determination of remuneration to the board of directors.
- Closing of the meeting.
PROPOSALS FOR RESOLUTIONS
Item 7-9. Resolution on composition of the board of directors and board remuneration
The Company has been informed that EE Intressenter will present complete proposals for resolutions prior to the Extraordinary General Meeting. The Company will announce EE Intressenter’s proposals as soon as they have been received.
Shareholders’ right to demand information
The board of directors and the managing director shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda or the Company’s relations with another company in the group.
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 2019
CHERRY AB (publ)
The board of directors
For further information, please contact:
Gunnar Lind, acting CEO: gunnar.lind@cherry.se
Christine Rankin, CFO: +46 765 399 492, christine.rankin@cherry.se
Anders Antonsson, IR & Communications: +46 709 994 970, anders.antonsson@cherry.se
This information was submitted for publication on 4 March 2019, at 8:30 a.m. CET.
CHERRY IN BRIEF
Cherry is an innovative and fast-growing company within gaming, entertainment and media. Established in 1963, today Cherry operates through five diversified business areas: Online Gaming, Game Development, Online Marketing, Gaming Technology, and Restaurant Casino. The Group's objective is to grow organically in combination with strategic acquisitions of fast-growing companies. Bridgepoint Europe VI Fund is the principle owner of Cherry AB. The Company's class B share is listed on the Nasdaq Stockholm exchange, Mid Cap segment. More information is available at www.cherry.se
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