Start / Notice to the Extraordinary General Meeting in Fractal Gaming Group AB (publ)

Notice to the Extraordinary General Meeting in Fractal Gaming Group AB (publ)

Due to the extraordinary situation resulting from the covid-19 pandemic, the Extraordinary General Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Fractal Gaming Group AB (publ) welcomes all shareholders to exercise their voting rights at the Extraordinary General Meeting by voting in advance in accordance with the order described below.

Preconditions for participation in the Meeting

Shareholders who wish to participate, through advance voting, in the Meeting must

firstly          be included in the shareholders’ register prepared by Euroclear Sweden AB as of Wednesday 14 July 2021,

secondly     notify the company of their participation in the Meeting by casting their advance votes in accordance with the instructions under the heading “Advance voting” below so that the advance vote is received by the company no later than on Wednesday 21 July 2021.

Nominee registered shares

To be entitled to participate at the Extraordinary General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must have their shares re-registered in their own name so that the shareholder is recorded in the share register on Wednesday 14 July 2021. Such registration may be temporary and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after Wednesday 14 July 2021 are taken into account when preparing the register of shareholders.

Advance voting

The shareholders may exercise their voting rights at the Meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the company’s website, www.fractalgaminggroup.se. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.

The completed voting form must be received by the company no later than on Wednesday 21 July 2021. The completed form shall be sent by e-mail to [email protected] The form may also be sent by post to Fractal Gaming Group AB (publ), Datavägen 37B, 436 32 Askim. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form.

Right to request information

The board of directors and the managing director are required to, upon request from shareholders and if the board of directors believes that it can be done without material harm to the company, provide information that may affect a matter on the agenda, the company’s or its subsidiaries financial situation and the company’s relation to another group company, pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). A request for such information shall be sent by post to Fractal Gaming Group AB (publ), Datavägen 37B, 436 32 Askim or by e-mail to [email protected], no later than on Monday 12 July 2021. The information will be made available at Fractal Gaming Group AB (publ)’s head office at Datavägen 37B, 436 32 Askim and at www.fractalgaminggroup.se no later than on Saturday 17 July 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.

Proposed agenda

  1. Appointment of chairman for the Meeting
  2. Election of one or two persons to approve the minutes
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Determination of whether the Meeting has been duly convened
  6. Determination of the number of board members
  7. Determination of remuneration to the board member
  8. Election of new board member

Resolution proposals

Appointment of a chairman at the Meeting (item 1)

The Board of Directors proposes that Rikard Lindahl, member of the Swedish Bar Association, or the person proposed by the Board of Directors if he has an impediment to attend, is elected chairman of the Meeting.

Election of one or two persons to approve the minutes (item 2)

Carl Armfelt, as a representative for TIN Fonder, or the person or persons proposed by the Board of Directors if he has an impediment to attend, is proposed to be elected to approve the minutes of the Meeting together with the chairman. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list prepared by the company, based on the shareholders’ register for the Meeting and the advance votes received, as verified by the persons elected to approve the minutes.

Determination of the number of board members (item 6)

Litorina IV L.P proposes that the number of members of the Board of Directors shall be six (excluding deputy board members).

Determination of remuneration to the board member (item 7)

Litorina IV L.P proposes that the board member elected at the Extraordinary General meeting shall receive board remuneration of SEK 150,000 (on an annual basis), and that remuneration is to be received pro rata in relation to member’s term of office, from the time of the election until the end of the next Annual General Meeting.

Election of new board member (item 8)

Litorina IV L.P proposes Ola Nilsson as member of the Board of Directors until the end of the next Annual General Meeting.

Information about the proposed elected member of the Board of Directors is referred to below as well as on the company’s website.

Ola Nilsson    
Born 1969. M. Sc. in International Business Administration. Ola Nilsson is the Chief Experience Officer (head of the Consumer Experience) and Executive Vice President of Aktiebolaget Elextrolux, as well as a part of Elextrolux’ group management since 2016. He has previously held various senior positions within Electrolux including Head of the Home Care & SDA business area, Senior Vice President Product Line Laundry Major Appliances EMEA and President Small Appliances Asia Pacific.

Number of shares and votes

At the date of this notice there are in aggregate 29,119,500 issued shares and votes in the company. The company holds no own shares as of the date of this notice.

Processing of personal data

More information regarding the processing of your personal data is available in Euroclear’s privacy notice that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Complete proposals etc.

The shareholders’ register for the meeting is made available at the company’s office at Datavägen 37B, 436 32 Askim and proxy forms for shareholders who would like to vote in advance through proxy are available on the company’s website www.fractalgaminggroup.se. Remaining documents are available at the company at the above stated address as well as on the company’s website, at least three weeks before the Extraordinary General Meeting. Copies of the documents will be sent to the shareholders who so requests and informs the company of their postal address.

_______________________

Stockholm, June 2021

Fractal Gaming Group AB (publ)

Link to PDF

 

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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.