Articles of Association Enad Global 7 AB (publ)
Reg. no. 556923-2837
Adopted at the extra general meeting on 4 March 2020
1 Company Name
The name of the company is Enad Global 7 AB (publ).
2 Registered Office
The board of directors shall have its registered office in the municipality of Stockholm, county of Sweden.
3 Object of the Company
The company shall mainly carry out manufacturing, marketing and sales, within and outside of Sweden, of digital and analogue games and to conduct activities related to the aforementioned. The company shall also conduct trading in real estate and chattels and to conduct activities related to the aforementioned.
4 Share Capital
The share capital shall be no less than SEK 1,240,000 and no more than SEK 4,960,000.
5 Number of Shares
The number of shares shall be no less than 31,000,000 and no more than 124,000,000.
6 Board of Directors
The board of directors shall consist of a minimum of three and a maximum of nine directors and a minimum of zero and a maximum of three deputy directors.
For the review of the company’s annual report and the accounts as well as the management pursued by the board of directors and the managing director, at least one auditor and no more than two auditors, or one registered audit firm, is appointed at the general meeting for the period until the subsequent general meeting.
8 Convening of a General Meeting
Notice of the annual general meeting and notice to extra general meeting where the articles of association will be presented shall be made no earlier than six weeks and no later than four weeks prior to the general meeting. Notice to another extra general meeting shall be made no earlier than six weeks and no later than weeks prior to the meeting. Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice 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 Dagens Industri. General meetings are held where the company has its registered office.
9 Notification for General Meetings
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of five (5) weekdays before the meeting, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
10 Opening of General Meetings
The chairman of the board or by the board appointed shall open the annual general meeting and lead the negotiations until the chairman of the meeting is elected.
11 Matters of the Annual General Meeting
An annual general meeting is to be held within six months of the end of the fiscal year. The following matters shall be considered at every annual general meeting:
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or more persons to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Presentation of the annual report and the auditors’ report.
- Resolutions regarding:
a) adoption of income statement and balance sheet
b) decision regarding the profit or loss of the company in accordance with the adopted balance sheet,
c) discharge from liability of the board of directors and the managing director.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Any other matter to be dealt with by the meeting according to the Swedish Companies Act (SFS 2005:551) or the articles of association.
At the Annual General Meeting, each person entitled to vote may vote for the entire number of shares owned and authorized by proxy, without limitation on the number of votes
12 Fiscal Year
The fiscal year of the company shall be 1 January – 31 December.
13 Record Day Provision
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
The English text is a translation only and in case of any discrepancy the Swedish text shall control.