Articles of association

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Articles of association

Articles of association of Fractal Gaming Group AB (publ) registration number 559080-2970, adopted at the extraordinary shareholders’ meeting on 17 December 2020.

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.

8 § Auditor

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 shareholders’ meeting shall be registered as shareholders on a transcript of the entire shareholders’ 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 shareholders’ 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 shareholders’ meeting only if the shareholder has notified the company hereof in the manner set out above.

11 § Place for shareholders’ meeting

Shareholders’ meeting shall be held in Stockholm or Gothenburg.

12 § Business at annual shareholders’ meetings

The following business shall be addressed at annual shareholders’ meetings:

  1. election of a chairman of the meeting;
  2. preparation and approval of the voting list;
  3. approval of the agenda;
  4. election of one or two persons who shall approve theminutes of the meeting;
  5. determination of whether the meeting was duly convened;
  6. submission of the annual report and the auditors’report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
  8. resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
  9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
  10. determination of the number of members of the board of directors and the number of auditors and deputy auditors;
  11. determination of fees for members of the board of directors and auditors;
  12. election of the members of the board of directors and auditors and deputy auditors;
  13. other matters, which are set out in the Swedish Companies Act or the company’s articles of association.

13 § Fiscal year

The company’s fiscal year shall be 1 January –31 December.

 

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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.

I therefore certify that:

  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.