Bulletin from Annual General Meeting in Fractal Gaming Group AB (publ) on May 19, 2022
Fractal Gaming Group AB (publ) has today, on May 19, 2022 held its Annual General Meeting. The Annual General Meeting was carried out through advance voting, without the physical presence of shareholders, proxies and third parties. The complete proposals have previously been published and is available at the Company’s website, https://group.fractal-design.com/. Among others, the following resolutions were passed.
Approval of the financial statements of 2021
The Annual General Meeting resolved to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2021.
Allocation of profit or loss
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that the profit for the year is balanced in a new account and that no dividend shall be paid to the shareholders.
Discharge from liability
The Annual General Meeting resolved to grant all members of the Board of Directors and the Managing Director discharge from liability for the management of the Company's affairs during 2021.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditor
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, that the number of board members, appointed by the annual general meeting, should be seven without deputies. Magnus Yngen, Pernilla Ekman, Ola Nilsson, Hannes Wallin, Gustav Thott and Patrick Söderlund were re-elected, in accordance with the proposal of the Nomination Committee, as members of the Board of Directors and Erik Stenberg was newly elected as member of the Board of Directors. Magnus Yngen was re-elected chairman of the Board of Directors.
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, to appoint one registered public accounting firm as auditor, without deputy auditors. The Annual General Meeting resolved to re-elect the registered auditing company KPMG AB as the Company's auditor for the period until the end of the next Annual General Meeting. The authorised public accountant Mathias Arvidsson will be the auditor in charge.
The Annual General Meeting further resolved, in accordance with the proposal of the Nomination Committee, that the remuneration for the members of the Board of Directors are adjusted with wage inflation for officials of just over 2 per cent meaning that the remuneration for the members of the Board of Directors shall not exceed SEK 1,231,000 up until the end of the next Annual General Meeting, to be distributed with SEK 307,000 to the chairman and SEK 154,000 each to other members of the Board of Directors. Remuneration to the auditor shall be paid in accordance with the approved current account.
Principles for appointment of a Nomination Committee
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, to adopt the proposed principles for the appointment of a Nomination Committee. This means that the principles for the appointment of a Nomination Committee that were adopted at the Annual General Meeting 2021 remain unchanged.
Amendments to the Articles of Association
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the Articles of Association entailing that a new 11 § is adopted whereby the Board of Directors are enabled to collect powers of attorneys and authorized to decide that the shareholders shall be entitled to exercise their voting rights by post prior to a general meeting.
Long-term incentive program (LTIP 2022) and issue of warrants
The AGM resolved, in accordance with the proposal of the Board of Directors, to adopt a long-term incentive program for certain senior executives, in total four persons, and the issue of not more than 68,000 warrants with a right to subscribe for 68,000 new shares in the company.
Authorisation to issue new shares with or without deviation from the shareholders’ preferential rights
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors, at one or several occasions and for the period until the next Annual General Meeting, to increase the Company’s share capital by issuing new shares. Such share issue may be carried out with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The number of shares that may be issued under the authorisation may correspond to not more than 10 per cent of the number of outstanding shares and votes at the time of the Annual General Meeting. The purpose of the authorisation is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors. Should the Board of Directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance acquisitions of businesses. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
For more information, please contact
Hannes Wallin, CEO and founder, Fractal
Telephone: +46 31 380 71 00
E-mail: [email protected]
The information was published for public disclosure on May 19, 2022 at 10:30 CEST through the agency of the contact person set out above.
About Fractal
Fractal is a leading Company in the premium segment of PC gaming products. The Group was founded in 2010 and its products are currently sold in more than 50 markets worldwide. Fractal is the market leader in premium PC cases in several geographic markets, for example in the Nordic region, is top two in Japan, and holds a top-three position globally. The Company also has a strong market position within power supply units, cooling products and fans for gaming computers. Fractal is listed on Nasdaq First North Premier (FRACTL). More information is available at: https://group.fractal-design.com/.