Articles of Association of Cherry AB (publ) adopted at the Annual General Meeting 16 May 2017.
Cherry AB (publ) Reg. no. 556210-9909
The name of the company is Cherry AB (publ).
The company’s board of directors shall have its registered office in Stockholm municipality.
The object of the company is to through subsidiaries, operate gaming/gambling, media and entertainment, to own and manage stock or shares in companies that arrange games/gambling, media and entertainment, to own and manage real estate and moveable property and conduct other activities compatible therewith. The company itself shall not conduct gambling activities.
The company’s share capital shall be a minimum of SEK 9,000,000 and a maximum of SEK 36,000,000.
The number of shares shall be a minimum of 85,000,000 and a maximum of 340,000,000. Shares may be issued in two classes, series A and series B. Series A may be issued up to a maximum amount of 9,500,000 shares and series B may be issued up to a maximum amount equaling 100 percent of the company’s share capital. Shares of series A carry ten votes per share and shares of series B carry one vote per share.
Shares of series A shall upon request from a shareholder be converted to shares of series B in the order set forth below.
The request for conversion shall be made in writing and addressed to the company’s board of directors. The request shall state the number of shares to be converted and, if the conversion shall not apply to all of the shareholder’s shares, which of the shares the conversion shall apply to. The board of directors is obligated to treat the matter of conversion at the next board meeting following the request for conversion. The conversion shall be without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and is executed when it has been registered in the companies register and recorded in the book-entry system.
Should the company resolve to issue new series A and series B shares against payment in cash or by offset of claim, the holders of shares of series A and series B shall have a preferential right to subscribe for new shares of the same series in proportion to their existing shareholding (primary preferential right). Shares not subscribed for by virtue of a primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If shares thus offered are insufficient for subscription by virtue of a subsidiary preferential right, the share shall be distributed among the subscribers in proportion to the previous shareholding or, to the extent this is not possible, through the drawing of lots.
Should the company resolve to issue new shares of only series A or series B against payment in cash or by offset of claim, all shareholders, regardless of whether their shares are of series A or series B, shall have a preferential right to subscribe for new shares in proportion to their previous shareholding.
Should the company decided to issue warrants or convertible debentures against payment in cash or by offset of claim, the shareholders shall, respectively, have a preferential right to subscribe for warrants as if the issue applied to the new shares that can be subscribed for as a result of the warrant or the preferential right to subscribe for convertible debentures as if the issue applied to the shares into which the convertible debentures may be converted.
The above shall not imply any restriction on the possibility to resolve to issue new shares against payment in cash or by offset of claim with deviation from the shareholders’ preferential rights.
The board of directors shall comprise at least three and at most nine members without deputies.
The company shall appoint at least one and at most two auditors, with our without deputy auditors.
Notice to attend a General Meeting shall be made by announcement in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. The fact that the notice has been issued shall be announced in Dagens Industri.
General Meetings shall be held in the municipalities of Gothenburg, Solna or Stockholm.
Shareholders who wish to attend a General Meeting shall be recorded as shareholder in such printed or other form of share register referred to in Chapter 7 Section 28 Paragraph 3 of the Swedish Companies Act (Sw. aktiebolagslagen, 2005:551) reflecting the conditions five working days prior to the General Meeting and have given notice of attendance to the company no later than the day set out in the notice to the General Meeting. The latter day may not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth working day before the General Meeting.
The company’s financial year shall be calender year.
An Annual General Meeting shall be held once annually and not later than in June. At the Annual General Meeting, the following matters shall be addressed:
- Election of chairman at the Annual General Meeting.
- Drawing up and approval of the voting list.
- Approval of the board of director’s proposed agenda.
- Election of one or two persons to check the minutes.
- Assessment as to whether the Annual General Meeting has been duly convened.
- Presentation of the annual report and the auditors’ report and when applicable, the consolidated accounts and the auditors’ report on the consolidated accounts.
- Resolution on
- adoption of the profit and loss account and balance sheet and when applicable the consolidated profit and loss account and the consolidated balance sheet,
- allocation of the company’s results as set forth in the adopted balance sheet,
- discharge from liability for the board members and the managing director.
- Determination of the number of board members.
- Determination of remuneration to board of directors and the auditor.
- Election of board of directors, chairman of the board, auditors and, when applicable, deputy auditors.
- Resolutions on other matters to be addressed by the General Meeting pursuant to the Swedish Companies Act or the Articles of Association.
The Company’s shares shall be recorded in a book-entry system register pursuant to Swedish Central Securities and Financial Instruments Account Act (Sw. lagen om värdepapperscentraler och kontoföring av finansiella instrument, SFS 1998:1479).
The company’s registration number is 556210-9909. The company is registered in Swedish and was registered with the Swedish Patent and Registration Office (Sw. Patent- och registreringsverket) (now, the Swedish Companies Registration Office) on 7 July 1981. The company is a public limited liability company and its of association is governed by the Swedish Companies Act.