|
1 |
|
The company’s business name is Betsson AB (publ). |
|
2 |
|
The objective of the company’s operations is to, through subsidiaries, develop, distribute and market software and systems for the gaming industry, to, also through subsidiaries, provide consultancy services within information technology and digital communication, to own and manage shares or participations in companies engaged in gaming, to own and manage fixed and moveable property, as well as to conduct operations associated with these activities. The company, itself, shall not conduct any gaming operations. |
|
3 |
|
The company’s share capital shall be a minimum of SEK 40,000,000 and a maximum of SEK 160,000,000. |
|
4 |
|
The number of shares in the company shall be a minimum of 20 million and a maximum of 80 million. |
|
5 |
|
Shares can be issued in two classes, Class A and Class B. When voting at a general meeting, a Class A share entitles the holder to ten (10) votes and a Class B share entitles the holder to one (1) vote. A maximum of 11,000,000 Class A shares may be issued and a maximum of 70,000,000 Class B shares may be issued.
A Class A share shall, at the request of the holder of said share, be converted to Class B shares in the manner described below:
A request for conversion of shares shall be made, in writing, to the company’s Board of Directors. Therein, the number of shares to be converted shall be stated, and, if the conversion shall not comprise the entire holding of Class A shares of the shareholder in question, the number of shares to be converted. The company’s Board of Directors is liable to address the matter at the Board meeting immediately following the request for conversion. Application for the conversion shall be registered with the Swedish Companies Registration Office without delay, and the conversion shall be executed when registration in the Register of Companies and recording in the CSD register is complete.
Should the company resolve to issue new shares of Class A and Class B through cash issue or offset issue, the holder of Class A or Class B shares reserves the right to subscribe new shares of a similar class in proportion to the number of shares previously held by the shareholder (primary preferential right). Shares which are not subscribed through primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered in this manner is not sufficient for the subscription on the basis of subsidiary preferential right, the shares shall be distributed between subscribers in proportion to the number of shares previously held by the shareholder and, to the extent that this is not possible, via the drawing of lots.
Should the company resolve to issue new shares of only Class A or Class B through a cash issue or offset issue, all shareholders, regardless of whether their shareholding is comprised of Class A or Class B shares, reserve the right to subscribe new shares in proportion to the number of shares which they have previously held.
Should the company resolve to issue warrants or convertibles through a cash issue or offset issue, the shareholders reserve the preferential right to subscribe warrants as if the issue applied for those shares which would be newly subscribed on the basis of the option right, respectively the preferential right to subscribe to convertibles as if the issue applied to those shares for which the convertibles would be exchanged.
The stipulations stated above do not imply any limitation to the possibility to resolve on cash issues or offset issues with deviations from the shareholders’ preferential right.
In the case of an increase in share capital through a bonus issue of new shares, new shares of each class shall be issued in proportion to the number of shares of the same class previously existing. Old shares of a certain class shall entail the right to new shares of the same class. These stipulations shall not imply any limitation to the possibility to, through a bonus issue, after the required changes to the Articles of Association, issue shares of a new class. |
|
6 |
|
Any shareholder or administrator, whose name, on the appointed record day, is registered in the shareholders’ register and in a CSD register according to Chapter 4 of the Financial Instruments Accounts Act (1998:1479), or whose name is recorded in a control account according to Chapter 4, 18 §, first paragraph 6-8 of the above-mentioned act shall be empowered to exercise the rights pursuant to Chapter 4, 39 § of the Swedish Companies Act (2005:551). |
|
7 |
|
The Board of Directors shall have its registered offices in the Municipality of Stockholm. |
|
8 |
|
The Board of Directors shall consist of a minimum of three and a maximum of ten members, with a maximum of five deputy members. |
|
9 |
|
The company shall have a minimum of one and a maximum of two authorised auditors, with a corresponding number of authorized deputy auditors. |
|
10 |
|
The company's financial year shall be the calendar year. |
|
11 |
|
Notice of the Annual General Meeting shall be given by advertisement in the Swedish Official Gazette and on the company’s website. An announcement of the notice shall be made in Dagens Industri. |
|
12 |
|
In order to be permitted to participate in a general meeting, shareholders must be recorded in such a print-out or other reproduction of the share register as referred to in Chapter 7, 28 §, third paragraph of the Swedish Companies Act (2005:551), referring to the conditions, made five weekdays prior to the meeting, and also register with the company, at the latest, on the day stated in the notice of the general meeting. This day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve or a day falling earlier than five working days prior to the general meeting.
Shareholders may bring one or two assistants to the general meeting, on the condition that the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph. |