Articles of association

Adopted at the extraordinary general meeting held on 2 September 2020

1. Company name

The name of the Company is Thunderful Group AB. The Company is a public company (publ).

2. Registered office of the Board of Directors

The registered office of the board of directors is in the municipality of Gothenburg.

3. Object of the Company’s business

The Company shall, as a parent company, manage and administer the business activities in development, organization and distribution of computer- and video games, distribution of other products and manage immovable and movable property and conduct business activities compatible to the above.

4. Share capital and number of shares

The share capital shall not be less than SEK 500,000 and shall not exceed SEK 2,000,000. The number of shares shall not be less than 50,000,000 and shall not exceed 200,000,000.

5. Board of directors

The board of directors shall consist of not less than 4 and not more than 8 members with no deputy board members.

6. Auditors

For the examination of the Company’s annual report together with the accounting records and the board of directors’ and the CEO’s administration, 1 to 2 auditors and 0 to 1 deputy auditor are appointed.

7. Notice of general meeting

Notice convening a general meeting shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by publishing the notice on the Company’s website. The notice shall simultaneously be announced in the Swedish daily newspaper Dagens Industri.

To participate in the general meeting, the shareholders must notify participation to the Company no later than on the date specified in the notice. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting.

8. Opening of general meeting

The chairman of the board or the one which the board of directors thereto appoints opens the general meeting and leads the negotiations until the chairman of the general meeting is appointed.

9. Annual general meeting

The annual general meeting is held annually within six months after the expiry of the financial year.

The following matters shall be addressed at the annual general meeting:

  1. Election of a chairman of the meeting,
  2. Preparation and approval of the voting register,
  3. Approval of the agenda,
  4. If necessary, election of one or two persons to verify the minutes,
  5. Determination as to whether the meeting has been duly convened,
  6. Presentation of the submitted annual report and the auditor’s report and, if applicable, the combined financial statements and the auditor’s report on the combined financial statements,
  7. Resolution:
  8. in respect of the adoption of the profit and loss statement and the balance sheet and, if applicable, the combined statement of profit and loss and the combined statement of financial position,
  9. in respect of the allocation of the profits or losses set forth in the adopted balance sheet,
  10. in respect of any discharge from liability of the board members and the CEO,
  11. Determination of renumeration for the board of directors and the auditors,
  12. Election of board of directors and accounting firm or auditors,
  13. Any other matter, which rests with the general meeting in accordance with the Swedish Companies Act or the Company’s articles of association.

10. Financial year

The financial year of the Company shall include the period of 1 January-31 December.

11. Record day provision

The Company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).