Corporate Governance

Paradox Interactive AB (publ) is a Swedish public limited liability company and is governed based on Swedish law and internal rules and regulations.

The Swedish Code of Corporate Governance is applicable for Swedish companies with shares listed on a regulated market in Sweden. Nasdaq First North Growth Market where the company is listed is not a regulated market but requires companies to apply the Code. Companies must not comply with all rules in the Code, and has the option to apply alternative solutions believed to better fit their purposes, as long as any discrepancies are reported and the alternative solution is described and reasons behind it explained (the principle of ”comply or explain”) in the corporate governance report.

Articles of association

Paradox Interactive AB (publ) Corporate identity 556667-4759. Adopted by the Annual General Meeting on May 10, 2022.

§ 1 Registered name

The registered name of the company is Paradox Interactive AB (publ).

§ 2 Registered office

The company’s registered office is in the municipality of Stockholm.

§ 3 Operations

The object of the company’s business shall be to carry out development and trading of interactive media and to develop the company’s brands in closely related media and carry out other operations consistent therewith.

§ 4 Share capital

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Number of shares

The number of shares of the company shall be not less than 100,000,000 and not more than 400,000,000.

§ 6 The board of directors and auditors

The company’s board of directors shall consist of at least five but no more than eight directors. The directors shall be elected annually at the Annual General Meeting (“AGM”) until the end of the next AGM.

At the AGM, one or two registered auditors, with or without deputy auditors, shall be appointed until the end of the next AGM with the task to review the company’s annual report and accounts, and the management by the Board of Directors and the CEO. A registered audit company can also be appointed as auditor.

§ 7 Notice to convene general meetings

Notice of a general meeting shall be made by an announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. The company shall advertise in Svenska Dagbladet that notice has been made.

Shareholders wishing to participate in a general meeting must be entered in a transcript or other publication of the complete share register covering the status as per the number of days prior to the meeting as set out in the Swedish Companies Act, and shall give notice of attendance to the company no later than the day specified in the notice of the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be earlier than the number of days before the meeting as set out in the Swedish Companies Act.

Shareholders or proxies may be accompanied by not more than two assistants, but only if the shareholder notifies the company of the number of assistants in the manner stated in the preceding paragraph.

The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, § 4 of the Swedish Companies Act and may, before a general meeting, decide that the shareholders shall have the right to exercise their voting rights by mail in accordance with the procedure described in Chapter 7, § 4 a of the Swedish Companies Act.

§ 8 Opening of general meetings

The Chairman of the Board, or the one appointed by the Board, opens the general meeting and leads the proceedings until a chairman of the meeting has been elected.

§ 9 Annual general meetings

The AGM is held annual no later than six months after the end of the financial year. At the AGM, the following matters shall be addressed:

Election of a chairman of the meeting.

  1. Preparation and approval of the voting list.

  2. Approval of the agenda.

  3. Election of one or two persons to verify the minutes.

  4. Determination whether the meeting has been duly convened.

  5. Presentation of the annual report and auditor’s report as well as the consolidated annual report and auditor’s report for the group, if applicable.

  6. Resolutions

    1. on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;

    2. on the disposition of the company’s profit or loss as shown in the adopted balance sheet; and

    3. on discharge of liability of members of the board and the CEO when applicable.

  7. Election of the Board of Directors and, if applicable, audit company or auditors and possible auditor deputies.

  8. Other matters that may be brought before the meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 10 Fiscal year

The company’s fiscal year shall be the same as a calendar year.

§ 11 Central securities depository registration

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish financial instruments accounts act (SFS 1998:1479).

Please note that this is an unofficial translation of the Swedish-language original – in case of any discrepancies between this version and the Swedish original, the latter shall prevail.