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| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Handel & varor |
| Industri | Detaljhandel |
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Shareholders of Fractal Gaming Group AB, org. nr 559080-2970 ("Fractal"), with its registered office in Stockholm, Sweden, are hereby called to the Annual General Meeting on Tuesday, May 19, 2026, at 10:00 AM at Victor Hasselblads Gata 16A, Västra Frölunda.
Right to participate in the Annual General Meeting and registration
Participation in the meeting venue
Anyone who wishes to attend the meeting venue in person or by proxy must (i) be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of May 8, 2026, and (ii) notify their intention to participate in the meeting by mail to Victor Hasselblads Gata 16 A-B, 421 31 Västra Frölunda or by email to AGM@fractal-design.com no later than May 13, 2026. When registering, the shareholder must provide their name, personal or organization number, address, telephone number, and the number of any assistants (maximum two) and, if applicable, information about the proxy.
If a shareholder is represented by a proxy, a written and dated power of attorney must be issued for the proxy. Proxy forms are available on the company's website,(https://group.fractal-design.com/). If the power of attorney is issued by a legal entity, a registration certificate or equivalent authorization document must be attached. To facilitate registration at the meeting, the power of attorney and registration certificate and other authorization documents should be received by the company at the above addresses no later than May 19, 2026.
Participation by advance voting
Anyone who wishes to participate in the Annual General Meeting by advance voting must (i) be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of May 8, 2026, and (ii) submit their advance vote according to the instructions below so that the advance vote is received by Fractal no later than May 13, 2026.
Anyone who wishes to attend the meeting venue in person or by proxy must register this according to what is stated under Participation in the meeting venue above. This means that only registration by advance voting is not sufficient for those who wish to attend the meeting venue.
A special form must be used for advance voting. The advance voting form is available on the company's website (https://group.fractal-design.com/). The completed and signed advance voting form can be sent by mail to Victor Hasselblads Gata 16 A-B, 421 31 Västra Frölunda or by email to AGM@fractal-design.com. The completed form must be received by Fractal no later than May 13, 2026. The shareholder must not provide the advance vote with special instructions or conditions. If this happens, the advance vote is invalid in its entirety. Further instructions and conditions are stated in the advance voting form.
If a shareholder votes in advance by proxy, a written and dated power of attorney must be attached to the advance voting form. Proxy forms are available on the company's website (https://group.fractal-design.com/). If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be attached to the form. If a shareholder has voted in advance and then participates in the Annual General Meeting in person or by proxy, the advance vote remains valid to the extent that the shareholder does not participate in a vote during the meeting or otherwise withdraws the advance vote. If the shareholder chooses to participate in a vote during the meeting, the submitted vote will replace the previously submitted advance vote on that point.
Nominee-registered holdings
To have the right to participate in the Annual General Meeting, a shareholder who has registered their shares with a nominee must, in addition to registering for the Annual General Meeting, register the shares in their own name so that the shareholder is entered in the share register as of May 8, 2026. Such registration can be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines in such time in advance as the nominee determines. Please ensure this is done in good time. Voting rights registrations made by the nominee no later than May 12, 2026, will be considered when preparing the share register.
Proposed agenda
- Opening of the Annual General Meeting
- Election of chairman of the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to adjust the minutes
- Examination of whether the Annual General Meeting has been duly convened
- Presentation of the annual report and auditor's report and, if applicable, the consolidated financial statements and consolidated auditor's report
- Resolution on the adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet
- Resolution on the disposition of the company's profit or loss according to the adopted balance sheet
- Resolution on discharge from liability for board members and the CEO
- Determination of the number of board members and the number of auditors and deputy auditors
- Determination of fees for the board and auditors
- Election of board members and auditors and deputy auditors
- Resolution on nomination committee instructions and principles for the appointment of the nomination committee
- Resolution on authorization for the board to issue new shares
- Closing of the Annual General Meeting
Resolution proposals
Election of chairman of the Annual General Meeting (item 2)
The nomination committee, consisting of Carl-Mikael Lindholm (appointed by Herenco Holding Aktiebolag), Lars Lindgren (appointed by Axel Lindgren AB), Daniel Gabriel (appointed by Ramhill AB), Daniel Johnsson (appointed by Långholmen Holding AB), and Hannes Wallin (chairman of the board), proposes that Hannes Wallin, or the person designated by the nomination committee in his absence, be elected chairman of the Annual General 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 AGM share register, and checked and endorsed by the persons verifying the minutes.
Election of one or two persons to adjust the minutes (item 5)
It is proposed that Karin Ingemarson, CFO of Fractal Gaming Group AB, or in her absence, the person designated by the board, be elected to adjust the minutes together with the chairman. The task of the person adjusting the minutes also includes checking the voting list.
Resolution on the disposition of the company's profit or loss according to the adopted balance sheet (item 9)
The board of directors proposes that the result for the year be carried forward and that no dividend be paid.
Determination of the number of board members and the number of auditors and deputy auditors (item 11)
The nomination committee proposes that the number of board members elected by the meeting be five, without deputy board members.
The nomination committee further proposes that the authorized auditing firm KPMG AB be elected as auditor (re-election), without deputy auditors. KPMG AB has announced that Maria Kylén will be the principal auditor if the election is made according to the proposal.
Determination of fees for the board and auditors (item 12)
The nomination committee proposes that the board fee be SEK 400,000 (SEK 350,000) to the chairman of the board and SEK 200,000 (SEK 175,000) each to the other board members who are not employed by the company.
The nomination committee further proposes that the fee to the auditor be paid continuously according to an approved invoice.
Election of the members of the board of directors and auditors and deputy auditors (item 13)
The nomination committee proposes the re-election of Hannes Wallin as chairman of the board and the new election of Anders Hülse, Martin Axhamre, Hanna Mannberg and Daniel Gabriel as board members, for the period until the end of the next Annual General Meeting.
Magnus Yngen, Gustav Thott and Ola Nilsson have declined re-election.
Information about the persons proposed for election and re-election to the board is available in the company's annual report and on the company's website, (https://group.fractal-design.com/).
The nomination committee further proposes the re-election of KPMG AB as the company's auditor for the period until the end of the next Annual General Meeting. KPMG AB has announced that if the meeting approves the proposal, authorized auditor Maria Kylén will be the principal auditor.
Resolution on nomination committee instructions and principles for the appointment of the nomination committee (item 14)
The nomination committee proposes that the Annual General Meeting resolves that the principles below shall apply until further notice.
The nomination committee shall consist of representatives of the four largest shareholders listed in the share register maintained by Euroclear Sweden AB as of the last banking day in September and other reliable ownership information provided to the Company, and shall also include the chairman of the board, who will also convene the first meeting of the nomination committee. If any of the four largest shareholders declines to appoint a representative to the nomination committee, the right shall pass, in order, to the shareholder who, after these four shareholders, has the largest shareholding in the Company. Only shareholders holding 5 per cent or more of the Company need to be asked, provided that the nomination committee consists of at least two members in addition to the chairman of the board. The member representing the largest shareholder shall be appointed chairman of the nomination committee unless the nomination committee unanimously appoints someone else. If one or more of the shareholders that have appointed representatives to the nomination committee thereafter reduce their holdings and thereby no longer qualify for a seat on the nomination committee, the nomination committee may decide that the representative appointed by such shareholder shall resign from the nomination committee and request the next largest shareholder, who has not already appointed a representative to the nomination committee, to appoint a new representative. If a representative resigns from the nomination committee before the nomination committee's work has been completed and the nomination committee considers it necessary to replace him or her, such replacement representative shall represent the same shareholder or, if that shareholder is no longer one of the largest shareholders, the next largest shareholder in turn. A shareholder that has appointed a representative as a member of the nomination committee has the right to dismiss such member and appoint a new representative as a member of the nomination committee. Changes in the composition of the nomination committee must be communicated promptly.
The nomination committee constitutes a quorum when more than half of the members are present. However, no resolution may be passed unless all members have been offered the opportunity to participate in the consideration of the matter. The opinion supported by more than half of the members present shall prevail or, in the event of a tie, the opinion supported by the chairman of the nomination committee.
The composition of the nomination committee for the Annual General Meeting shall normally be announced no later than six months before the meeting. No remuneration shall be paid to the representatives on the nomination committee. The Company shall reimburse any costs incurred by the nomination committee in its work. The term of office of the nomination committee ends when the composition of the following nomination committee has been announced.
Resolution on authorization for the board to issue new shares (item 15)
The board proposes that the Annual General Meeting resolves to authorize the board to, on one or more occasions and until the time of the next Annual General Meeting, decide to increase the company's share capital through the issuance of new shares. Such issuance decision may be made with or without deviation from the shareholders' preferential rights and with or without provision for non-cash or set-off or other conditions. The number of shares that can be issued under the authorization may correspond to a maximum of 10 percent of the number of outstanding shares and votes at the time of the Annual General Meeting.
The purpose of the authorization is to increase the company's financial flexibility and the board's room for maneuver. If the board decides on an issuance of shares with deviation from the shareholders' preferential rights, the reason shall be to finance acquisitions of businesses. In such deviation from the shareholders' preferential rights, the issuance shall be carried out on market terms.
The board or the CEO shall have the right to make the minor adjustments to the Annual General Meeting's decision required for registration of the authorization with the Swedish Companies Registration Office.
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Special majority requirements
For a valid decision according to item 15 above, approval by shareholders with at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting is required.
Shareholders' right to receive information
Shareholders are reminded of their right to, at the Annual General Meeting, receive information from the board and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Number of shares and votes
As of the date of this notice, there are a total of 29,170,500 shares and votes in the company. The company holds no own shares as of the date of this notice.
Documents etc.
Annual report documents, the auditor's report and other supporting documentation for the proposed resolutions are available at the company at Victor Hasselblads Gata 16 A-B, 421 31 Västra Frölunda and on the company's website,(https://group.fractal-design.com/) no later than three weeks before the Annual General Meeting. Furthermore, the nomination committee's motivated statement is available at the above-mentioned address and website no later than four weeks before the Annual General Meeting. Copies of the documents are sent to shareholders who request them and provide their postal address.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website,(https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf)).
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Stockholm in April 2026
Fractal Gaming Group AB
The Board