General meetings

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General meetings

According to the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen), the shareholders’ meeting is the Company’s ultimate decision-making body. At the shareholders’ meeting, the shareholders exercise their voting rights in key issues, such as the adoption of income statements and balance sheets, appropriation of the Company’s results, discharge from liability of members of the board of directors and the CEO, election of members of the board of directors and auditor and remuneration to the board of directors and the auditor.

The annual shareholders’ meeting must be held within six months from the end of the financial year. In addition to the annual shareholders’ meeting, extraordinary shareholders’ meetings may be convened. According to the articles of association, shareholders’ meetings are convened by publication of the convening notice in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice convening the meeting, information regarding the notice shall be published in Svenska Dagbladet.

Right to participate at the general meetings

Shareholders who wish to participate in a shareholders’ meeting must be included in the shareholders’ register maintained by Euroclear Sweden on the day falling five workdays prior to the meeting, and notify the Company of their participation no later than on the date stipulated in the notice convening the meeting. Shareholders may attend the shareholders’ meetings in person or by proxy and may be accompanied by a maximum of two assistants. Typically, it is possible for a shareholder to register for the shareholders’ meeting in several different ways as indicated in the notice of the meeting. A shareholder may vote for all Company shares owned or represented by the shareholder.

To facilitate the implementation of annual general meetings amongst other things, in such a way that the risk of spreading the virus causing COVID-19 is minimised, temporary exceptions were introduced in 2019 in the Act (2020:198) to facilitate the implementation of the general and association meetings. Under said Act, which applies until the end of 2021, a general meeting may be held either by electronic connection in combination with postal voting or by the shareholders or members participating solely through postal voting.

Shareholder initiatives

Shareholders who wish to have a matter brought before the shareholders’ meeting must submit a written request to the board of directors. Such request must normally be received by the board of directors no later than seven weeks prior to the shareholders’ meeting.

Disclaimer

The information contained in this section of Fractal's website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or in any jurisdiction in which such release, publication or distribution would be unlawful or would require registration or other measures besides those required under Swedish law.

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The information contained in this section of Fractal’s website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or in any jurisdiction in which such release, publication or distribution would be unlawful or would require registration or other measures besides those required under Swedish law. We apologise for any inconvenience this may cause. Click here to return to the homepage.

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Important information

Due to legal restrictions, the information on this part of the website is not directed at or accessible to certain persons. We kindly ask you to review the following information and provide the following confirmation each time you wish to access this part of the website. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this website.

The information contained in this section of Fractal Design’s website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, securities of Fractal Design in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

Any share of Fractal Design referred to on this website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have also not been and will also not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. There will be no public offer of the Securities in the United States, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

Any offer of shares in any member state of the EEA or in the United Kingdom (each a “Relevant State”) (with the exception of Sweden) will be made pursuant to an exemption under Prospectus Regulation from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be sold in any Relevant State pursuant to an exemption under the Prospectus Regulation. This portion of the website is directed only at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this paragraph the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended or superseded).

This website and the information contained herein are directed only at, persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This website and the information contained herein must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this website and the information contained herein relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Sweden who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been obtained outside Sweden. Fractal Design assumes no responsibility if there is a violation of applicable law and regulations by any person.

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  1. I am resident and physically present outside the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and any jurisdiction in which such release, publication or distribution would be unlawful or would require registration or other measures besides those required under Swedish law.
  2. I am resident and physically present (a) in Sweden or (b) outside Sweden and each of the jurisdictions referred to in clause (1) above and, in that case, I am authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by Fractal Design.