Articles of association
ARTICLES OF ASSOCIATION
Fractal Gaming Group AB
(Reg. No. 559080-2970)
Adopted at the extraordinary shareholders’ meeting on 19 May 2022.
1§ Name of company
The company’s name is Fractal Gaming Group AB. The company is a public limited liability company (publ).
2§ Registered office
The company’s registered office shall be situated in Stockholm, Sweden.
3§ Object of the company’s business
The object of the company’s business is, directly or indirectly, to own and manage shares and participations in subsidiaries and provide administrative services for these companies, and any other activities compatible therewith.
4§ Share capital
The company’s share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.
5§ Number of shares
The company shall have not less than 29,000,000 shares and not more than 116,000,000.
6§ Euroclear company
The company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).
7§ Board of directors
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members without deputy members.
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.
9§ Notice of shareholders’ meeting
Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
10§ Participation in shareholders’ meetings
Shareholders who wish to participate at a general meeting shall be registered as shareholders on a transcript of the entire share register and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the general meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting.
One or two assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company hereof in the manner set out above.
11§ Collecting of powers of attorneys and vote by post
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, second paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors has the right before a shareholders’ meeting to decide that shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.
12§ Place for shareholders’ meeting
Shareholders’ meeting shall be held in Stockholm or Gothenburg.
13§ Business at annual shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
- election of a chairman of the meeting;
- preparation and approval of the voting list;
- approval of the agenda;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
- resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
- resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- determination of the number of members of the board of directors and the number of auditors and deputy auditors;
- determination of fees for members of the board of directors and auditors;
- election of the members of the board of directors and auditors and deputy auditors;
- other matters, which are set out in the Swedish Companies Act or the company’s articles of association.
14§ Financial year
The company’s financial year shall be 1 January – 31 December.
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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.Back to home
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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.
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