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 18, 2018.

§ 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.

§ 6 The Board of Directors and Auditor

The company’s Board of Directors shall consist of 3–8 directors with not more than 2 deputy directors. Directors and deputy directors shall be elected annually at the Annual General Meeting 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 general meeting of shareholders

Notice to the Annual General Meeting and Extraordinary General Meeting where a change in the articles of association is to be resolved, must be made not earlier than six weeks and not later than four weeks ahead of the general meeting. Notice to other extraordinary general meetings must be made not earlier than six weeks and not later than two weeks ahead of the general meeting. Notice of a general meeting shall be made by an announcement in the 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 five days ahead of the general meetings, and 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 fifth weekday prior to the general meeting.

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.

§ 8 Opening of general meeting

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 Meeting

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:

  1. Election of a chairman of the meeting

  2. Preparation and approval of the voting list

  3. Approval of the agenda

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

  5. Determination whether the meeting has been duly convened

  6. Resolutions

    (a) on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;

    (b) on the disposition of the company’s profit or loss as shown in the adopted balance sheet;

    (c) on discharge of liability of members of the board and the CEO when applibable

  7. Determination of the fees to be paid to the Board of Directors and the auditors

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

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

§ 10 Financial year

The company’s financial year shall be 1 January–31 December.

§ 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).