Report from the annual general meeting of Cherry AB (publ) on 30 May 2018
At the annual general meeting of Cherry AB (publ), corporate identity no. 556210-9909 on 30 May 2018, the following resolutions were, among others, adopted. The board of directors’ complete proposals have previously been published and are available in Swedish on the Company’s website, www.cherry.se, under the section General Meeting.
Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability
The annual general meeting resolved to adopt the balance sheet and income statement and the consolidated balance sheet and income statement for the financial year 2017. The annual general meeting also resolved that no dividends shall be paid for the financial year 2017. The annual general meeting also discharged all the board members and managing directors from liability for the financial year 2017.
Board of directors and auditor
The annual general meeting resolved in accordance with the nomination committee’s proposal that the board of directors shall consist of five board members without deputies.
It was resolved, in accordance with the nomination committee’s proposal, that remuneration for the board members for board and committee work shall be paid with a total of SEK 3,782,000, of which SEK 2,532,000 (including social fees) to the chairman of the board of directors, who also works in the company, and SEK 250,000 each to the remaining board members.
It was resolved that the auditor fee shall be paid in accordance with approved invoices.
The annual general meeting also resolved, in accordance with the nomination committee’s proposal, to re-elect the current board members Morten Klein, Anna Bergius, Claes Ruthberg, Johan Moazed and Gunnar Lind as board members.
Morten Klein was, in accordance with the nomination committee’s proposal, re-elected as chairman of the board of directors.
The annual general meeting re-elected, in accordance with the nomination committee’s proposal, the registered public accounting firm PricewaterhouseCoopers AB (“PwC”). PwC has informed that Aleksander Lyckow will remain as auditor in charge.
Resolution regarding guidelines for remuneration to senior executives
The annual general meeting resolved to adopt guidelines for remuneration to senior executives in accordance with the board of directors’ proposal. Remuneration to the managing director and other senior executives is composed of a fixed base salary, in some cases variable salary, occupational pensions and other benefits, and is resolved by the remuneration committee.
The board of directors shall be entitled in specific cases and under special circumstances to deviate from the guidelines for remuneration to senior executives. If such a deviation is made, information regarding the deviation and the reasons thereof shall be stated in the proposal for guidelines for remuneration to senior executives presented at the following annual general meeting.
Resolution to issue shares of series B against payment by set-off (Game Lounge Ltd)
The annual general meeting resolved, in accordance with the board of directors’ proposal, to issue new shares of series B in Cherry AB (publ) against payment by set-off of a claim amounting to EUR 9,825,631.
The issue of new shares in accordance with the above may result in an increase of the share capital in Cherry AB (publ) with a maximum of SEK 261,250 by an issue of a maximum of 2,375,000 shares of series B.
Resolution to issue shares of series B against payment in kind (Almor Holding Ltd)
The annual general meeting resolved, in accordance with the board of directors’ proposal, to issue new shares of series B in Cherry AB (publ) against payment in kind in the form of 90 shares in Almor Holding Ltd.
The issue of new shares in accordance with the above may result in an increase of the share capital in Cherry AB (publ) with a maximum of SEK 115,711.64 by an issue of a maximum of 1,051,924 shares of series B.
Resolution regarding issue of warrants 2018/2021 and resolution regarding approval of transfer of warrants etc.
The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive program for employees or consultants in Sweden and Malta. The program consists of an issue of a maximum of 480,000 warrants, giving a right to subscribe for one new share of series B in Cherry AB (publ) each.
The right to subscribe for the warrants shall fall to the wholly-owned subsidiary Cherry Casino Syd AB (the “Subsidiary”) which shall transfer the shares to employees in accordance with the conditions of the program, which entail, inter alia, that a right to acquire the warrants shall only fall to the persons who at the time of the expiration of the subscription period has not terminated or had terminated their employment or consultancy relationship and, as regards participants in Malta, have been employed during the entirety of the vesting period until the time of subscription. Transfer of the warrants to participants in Sweden shall be made at a price corresponding to the market value of the warrant (i.e. the warrant premium) which means that these warrants will not lead to any employee costs for the company. Transfer of the warrants to participants in Malta shall be made at no cost, which leads to estimated employee costs of approximately SEK 2,432,000.
The warrants can be exercised during the period 1–14 June 2021. The subscription price shall be the higher of SEK 106.20 or 150 percent of the volume weighted average payment price for shares of series B in Cherry AB (publ) during the period 15–29 June 2018. A full subscription with the support of all warrants will cause a dilution of approximately 0.46 percent of the total number of shares in the company and approximately 0.32 percent of the total number of votes in the company, calculated as the total number of new shares and votes in case of full subscription divided by the current number of shares and votes in the company.
Resolution regarding approval of directed issue of warrants in Game Lounge AB
The annual general meeting resolved, in accordance with the board of directors’ proposal, to approve a directed issue of warrants in the subsidiary Game Lounge AB. Game Lounge AB shall maximally issue a number of warrants that give the right to subscribe for a number of shares in Game Lounge AB equal to 5.8 percent of the total amount of shares in Game Lounge AB (which can lead to a dilution of shares of approximately 5.48 percent of the total amount of shares in Game Lounge AB) on the following terms. On the assumption that the amount of shares in Game Lounge AB shall be equal to the amount of shares that are currently issued in Game Lounge Ltd, i.e. 2,000 shares, the warrants shall entitle to a subscription of 116 shares in Game Lounge AB.
The right to subscribe for the warrants shall, in deviation from the shareholder’s preferential rights, fall to Game Lounge’s managing director Jonas Cederholm. The reason for the deviation from the shareholder’s preferential rights is to implement a special incentive program for the managing director which outcome is directly linked to the progress of Game Lounge AB for the full period of the suggested program.
As the managing director is domiciled in Malta, the warrants will be issued at no cost. However, the options shall fall under certain conditions that, for example, entail that subscription of new shares based on the warrants only can be made if the participant at the relevant point of time is still employed by Game Lounge AB or another company in the Cherry Group.
The bearer of the warrant shall be entitled to subscribe for one (1) new share in Game Lounge AB for one (1) warrant during the period commencing on 3 May 2021 up to and including 17 May 2021 to a subscription price per share equal to the current market value for such a share.
Resolution on authorization for the board of directors to resolve new issue of shares
The annual general meeting further resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, at one or several occasions until the next Annual General Meeting, resolve to issue an amount of new shares of series B corresponding to a maximum dilution, at the time of the authorization, of a maximum of 10 percent, against payment in cash and/or in kind and to, in connection therewith, deviate from the shareholders’ preferential rights. The subscription price of the new shares shall be based on the market price for the Company’s shares.
Resolution regarding amendment of the articles of association
The annual general meeting resolved, in accordance with the board of directors’ proposal, to amend § 3 of the articles of association. The amendment of § 3 entails an update of the company’s business description in order to better reflect current and future operations.
For further information, please contact:
Anders Antonsson, IR & Communications: +46 709 994 970, anders.antonsson@cherry.se
This information was submitted for publication on 30 May 2018, at noon CET.
CHERRY IN BRIEF
Cherry is a Swedish innovating and fast-growing company with operations in gaming, entertainment and media. The company was established in 1963 and today operates through five diversified business areas: Online Gaming, Game Development, Online Marketing, Gaming Technology, and Restaurant Casino. The objective is to grow organically in combination with strategic acquisitions of fast-growing companies. Cherry employs some 1,400 people and has about 6,700 shareholders. 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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