GoldBlue AB (publ) Org.no. 559078-0465
ARTICLES OF ASSOCIATION
Adopted at extraordinary general meeting on 7 June 2017
The company name is GoldBlue AB (publ).
The board shall be headquartered in Stockholm Municipality in Stockholm County.
The company will – directly or through partially or wholly owned subsidiaries – engage in consultant activities in IT, management, software development and, via subsidiaries or associates, operate online games, in addition to owning and managing immovable and movable assets as well as activities associated therewith.
The minimum share capital shall be 1,980,000 SEK; the maximum share capital shall be 7,920,000 SEK.
The minimum number of shares shall be 22,000,000; the maximum number of shares shall be 88,000,000. All shares are of the same type.
The board shall consist of 3-8 members without alternate members.
The company shall have one or two auditors, with or without alternate auditors, or a registered audit firm.
Notification of annual general meetings as well as extraordinary general meetings where amendments to the articles of association will be discussed shall be made at the earliest six (6) weeks and at the latest four (4) weeks before the meeting.
Notification of other extraordinary general meetings shall be made at the earliest six (6) weeks and at the latest two (2) weeks before the meeting.
Notification of general meetings shall be made by mail and domestic newspapers as well as the company’s website. At the time of notification, information of the notification being made shall be announced in Svenska Dagbladet.
Shareholders who wish to attend the negotiations and general meetings shall be recorded in print or other production of the complete share records taking circumstances into account. They shall also notify the company on the day indicated in the notification of the meeting. This day may not be a Sunday, other general holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall sooner than the fifth working day before the meeting.
Shareholders may bring one or two assistants to the general meeting, although the Shareholder is required to notify the company of this in accordance with the previous section.
The company’s financial year shall be the calendar year.
The company’s shares shall be registered in a voting register in accordance with the law (1998:1479) on accounting of financial instruments.
MAZARS SET Revisionsbyrå AB
111 83 Stockholm
111 43 Stockholm
+46 (0)8 – 503 000 50
GoldBlue AB (publ) Org.no. 559078-0465
The Chairman of the Board shall during the year convene a meeting with the three largest shareholders or known group of shareholders of the Company, who each shall have the right to appoint one member of the Nomination Committee. If any of the three largest shareholders or known group of shareholders renounce from their right to appoint a member of the Nomination Committee, the next largest shareholder or known group of shareholders is to be provided with the opportunity to appoint a member of the Nomination Committee. In addition, the Chairman of the Board shall be a member of the Nomination Committee.
Neither the CEO nor any other member of the management shall be a member of the Nomination Committee. The Chairman of the Board shall convene the initial meeting of the Nomination Committee. A representative of the shareholders shall be elected as Chairman of the Nomination Committee. The term of office for the Nomination Committee is until a new Nomination Committee has been appointed. The names of the members of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting.
The Nomination Committee shall be constituted based on known ownership of the Company yearly, as of 31 August. In the event of major changes in the shareholding of the Company after the establishment of the Nomination Committee, the composition of the Nomination Committee may be changed in accordance with the above principles. Such changes shall be made public immediately.
The Nomination Committee shall prepare and at the Annual General Meeting resent proposals regarding the election of Chairman of the Board along with other members of the Board, remuneration of the members of the Board divided between the Chairman and other members and, where appropriate, compensation for work in committees, election of and fee to the auditors, establishment of the principles regarding election of the Nomination Committee, and election of Chairman for the Annual General Meeting.
The Nomination Committee shall, upon approval by the Chairman of the Board, be entitled to burden the company with costs, for example in respect of recruitment consultants or other costs necessary for the Nomination Committee to fulfill its duties.
The Nomination Committee is comprised of:
Rune Löderup and Staffan Lindgren