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2017-05-16

Cherry: Report from the annual general meeting of Cherry AB (publ) on 16 May 2017

At the annual general meeting of Cherry AB (publ), reg. no 556210-9909
on 16 May 2017, 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 Annual 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 2016. The annual general meeting
also resolved that no dividends shall be paid for the financial year
2016. The annual general meeting also discharged the board members
and the managing director from liability for the financial year 2016.

Board of directors and auditor

The annual general meeting resolved in accordance with the nomination
committee's proposal as revised at the annual general meeting that
the board of directors shall consist of five board members without
deputies.

It was also 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 (inclusive of 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. A board member may be allowed by the
Company to invoice the remuneration through a company provided that
it is cost neutral for the Company. It was resolved that remuneration
to the auditors 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 elected as new 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 principles for the appointment of a nomination
committee, how members of the nomination committee are to be
appointed and the tasks of the nomination committee

The annual general meeting resolved to adopt the principles proposed
by the nomination committee for appointment of a nomination
committee, how members of the nomination committee are to be
appointed and the tasks of the nomination committee. The principles
shall apply until further notice, meaning that the annual general
meeting will not adopt resolutions regarding these principles and the
tasks of the nomination committee each year unless the principles or
tasks shall be amended or changed.

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 CEO 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 regarding amendment of the articles of association

The annual general meeting resolved, in accordance with the board of
directors' proposal, to amend § 6, § 12 and § 13 of the articles of
association. The amendment of § 6 entails that the possibility to
elect deputy board members is removed. The current articles of
association's § 12, containing the central securities depository
clause is moved to § 13 and updated due to changes in legislation. A
new § 12 is introduced whereby an agenda for ordinary shareholders'
meetings is included.

Resolution to issue shares of series B against payment in kind

The annual general meeting resolved, in accordance with the board of
directors' proposal, against the below background, to issue new
shares of series B ("Shares") in Cherry AB (publ) against payment in
kind in the form of 90 shares in Almor Holding Limited, reg. no C
66737, (the "Target Company").

The wholly-owned subsidiary of Cherry AB (publ), Cherry Gaming Ltd.,
reg. no C 48654, (the "Subsidiary") has on 1 July 2015 entered into
an acquisition agreement regarding the Subsidiary's acquisition of
shares in the Target Company.

During July of 2015, the Subsidiary acquired 850 of a total of 1,200
shares in the Target Company, an additional 50 shares were acquired
in October of 2015. The remaining 300 shares in the Target Company
are owned by Bello Monte Ltd., reg. no C 70921, (the "Minority
Shareholder"), which is in turn wholly-owned by Alexander Knopf who
is now an executive in the Cherry AB (publ) group.

According to acquisition agreements the Subsidiary has an option to
acquire an additional 90 shares from the Minority Shareholder after
31 December 2016, which has been called on by the board of directors.
The purchase price of the shares in the Target Company shall pursuant
to an agreement consist of (i) EUR 1,219,899.50 to be paid in cash
and (ii) newly issued Shares in Cherry AB (publ) corresponding to a
value of SEK 11,717,891.50, which is based on an agreed, by the
Minority Shareholder and Cherry AB (publ) established price per share
of SEK 307.

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 20,992.95 by an issue of a maximum of 38,169 Shares, each with a
quotient value of SEK 0.55. The issue of new Shares causes a dilution
of 0.18 percent the total number of shares in the Company and 0.13
percent of the total number of votes in the Company, calculated as,
respectively, the number of new Shares and votes divided by,
respectively, the current number of shares and votes in the Company.

Resolution regarding issue of warrants 2017/2020 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, Norway, Austria and Malta. The
program consists of an issue of a maximum of 175,500 warrants, giving
a right to subscribe to one new share of series B in Cherry AB (publ)
each.

The right to subscribe for the warrant 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 outside of Sweden, 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
premium) which means that these warrants will not lead to any
employee costs for the Company. Transfer of the warrants to
participants in Malta, Austria or Norway shall be made at no cost,
which leads to estimated employee costs of approximately SEK
2,500,000 based on the preliminary calculated market value of SEK
27.52 per warrant and social fees which are estimated to
approximately SEK 850,000 based on assumptions regarding distribution
between the relevant countries and the assumption that the share
price at the time of subscription is SEK 600.

The warrants can be exercised during the period 15 - 30 June 2020. The
subscription price shall be the higher of SEK 450 or 150 percent of
the volume weighted average payment price for shares of series B in
Cherry AB (publ) during the period 1 - 14 June 2017. A full exercise
of all warrants will cause a dilution of approximately 0.85 percent
of the total number of shares in the Company and approximately 0.59
percent of the total number of votes in the Company, calculated as,
respectively, the total number of new shares and votes in case of
full subscription divided by, respectively, the current number of
shares and votes in the Company.

Resolution regarding share split

The annual general meeting further resolved, in accordance with the
board of directors' proposal, on a split of the shares in the
Company. The resolution entails both a change of the articles of
association's § 5 first paragraph whereby the limits on the number of
shares in the Company are changed to be at least 85,000,000 and at
most 340,000,000, of which shares of series A shall be possible to
issue of an amount of at most 9,500,000 shares and shares of series B
shall be possible to issue of an amount corresponding to at most 100
percent of the Company's share capital.

The share split effects all shares of series A and series B and is
conducted so that, respectively, one share of series A and series B
is split into five new shares of the same series (share split 1:5).
The record date for the share split shall be 1 July 2017 or the later
date resolved by the board of directors. After registration of the
share split at the Swedish Companies' Registration Office, the total
number of shares in the Company will, taking into account the above
mentioned issue of shares against payment in kind, be 101,204,505
shares, of which 4,988,000 shares are of series A and 98,216,505
shares are of series B.

Resolution regarding approval of directed issue of warrants in the
subsidiary Yggdrasil

The annual general meeting resolved, in accordance with the board of
directors' proposal, to approve a directed issue of warrants in the
subsidiary Yggdrasil Gaming Sweden AB ("Yggdrasil"). Yggdrasil shall
issue a maximum of 2,263 warrants giving a subsequent right to
subscribe to a total of 2,263 shares of series B in Yggdrasil.

The warrants shall be acquired at market conditions at a price to be
established based on a market value of the warrants calculated by
using the Black & Scholes formula.

The offer is directed to senior executives and key individuals within
the Yggdrasil group, approximately 25 persons. Warrants that are not
exercised can be acquir...

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