Corporate Governance

EurAsia Fintech AB is a Swedish public company limited by shares. Once listed on Nasdaq First North, the Company will adopt and comply with Nasdaq First North Rule Book for Issuers. The general shareholders' meetings are, in accordance with the Swedish Companies Act, the highest decision-making body of the Company, and at the general meetings, the shareholders exercise their voting rights on key issues, including, inter alia, decisions regarding the adoption of income statements and balance sheets, allocation of the Company’s results, discharge from liability for the board of directors and the CEO, the election of directors of the board and auditor and remuneration to the board of directors and auditor.

In addition, both the Annual General Meeting (“AGM”) and the Extraordinary General Shareholders’ Meetings (“EGM”) may be convened in accordance with EurAsia’s Articles of Association. A notice of the AGMs and EGMs shall be made by announcement in Post-och Inrikes Tidningar, (the Swedish Official Gazette) and by posting the notice on EurAsia’s website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet (one of Sweden’s major daily newspapers). Shareholders registered in the Company’s share registry maintained by Euroclear Sweden AB, (“Euroclear Sweden”) five weekdays before the general shareholders’ meeting, and have notified the Company of their intention to participate (including any assistants) at the general meeting, no later than on the date stated in the notice of the general meeting, have the right to attend the General Meeting and vote for the number of shares they hold.

Shareholders may attend the General Shareholders’ Meeting in person or by proxy, accompanied by a maximum of two assistants. Shareholders can generally register for the General Shareholders' Meetings in several different ways, as stated in the notice of the General Meeting. Shareholders who wish to have a matter addressed at the general Shareholders' Meeting must submit a written request to the board of directors. The board of directors must receive the request no later than seven weeks before the General Shareholders' Meeting. The board of directors is the highest decision-making body following the General Shareholders' Meeting and the Company's highest executive body. In accordance with the Swedish Companies Act, the board of directors is responsible for the management and organization of the Company, which means that the board is responsible for, among other tasks, establishing goals and strategies, ensuring that procedures and systems are in place for the evaluation of decided goals, continuously evaluating EurAsia's financial position and result, and evaluating the executive management. The board is also responsible for ensuring that the annual report, consolidated financial statements of the Group, and interim reports are prepared on time.

The board appoints the CEO. The directors of the board are elected every year at the AGM for the period until the end of the next AGM. According to the Company’s Articles of Association, the board of directors, insofar as it is elected by the AGM, shall consist of at least three and no more than seven board members and no more than seven deputy board members. The Chairman or Chairwoman and any Vice Chair of the board of the directors are elected by the AGM and have a specific responsibility to lead the board of directors’ work and shall ensure that the work is well organized and carried out efficiently. The board of directors follows written rules of procedure, which are revised annually and adopted by the inaugural meeting with the board of directors every year. Among other matters, the rules of procedure stipulate practices of the board of directors, functions, and the division of work between the directors of the board, the CEO, and the established committees. In connection with the inaugural meeting with the board of directors, it establishes instructions for the financial reporting and the CEO. The board of directors holds meetings according to an annual schedule established in advance. In addition to these meetings, additional meetings can be convened to address issues that cannot be postponed until the next scheduled meeting. In addition to the board meetings, the Chair of the board and the CEO continuously discuss the management of the Company. The board of directors reports the rules of procedure for itself, instructions to the CEO, and instructions for the financial reporting. The board of directors is, amongst other things, responsible for ensuring that the Company consists of a minimum of three directors elected at the Shareholders’ Meeting, presented in greater detail in the section “Board of Directors, Executive Management and Auditor.”

Internal control
The board of directors and the CEO’s responsibility for internal control is governed by the Swedish Companies Act and the Swedish Annual Accounts Act, which require that information about the main features of the Company’s system for internal control and risk management related to financial reporting each year must be included in the corporate governance of the Company and has sufficient internal control and formalized routines to secure that established principles for financial reporting and internal control are followed, and that there are effective systems in place to monitor and control the Company’s operations and the risks associated with the Company’s business and operations. The overall purpose of the internal controls, to a reasonable degree, is to ensure that the Company’s operating strategies and targets are monitored and that the shareholders’ investments are protected. Furthermore, the internal control is to ensure that the external financial reporting, with reasonable certainty, is reliable and prepared in accordance with IFRS, that applicable laws and regulations are followed and that the requirements imposed on listed companies are complied with.

The Company has not established a separate internal audit function, as this task is instead performed by the board of directors. Chief Executive Officer (CEO), the CEO (Sw. Verkställande Direktör (VD)) is appointed by the board of directors and is pursuant to the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) responsible for the day-to-day management of the Company and its daily operations. The division of work between the board of directors and the CEO is set forth in the rules of procedure for the board of directors and its instructions for the CEO. The CEO is also responsible for preparing reports and compiling information from the executive management for the meetings with the board of directors and for presenting such materials at the meetings. According to the instructions for financial reporting, the CEO is responsible for the financial reporting of the Company and shall, accordingly, ensure that the board of directors receives adequate information to enable it to continuously evaluate EurAsia's financial position.

The CEO must continuously keep the board of directors informed of the development of EurAsia’s operations, financial position and result, the liquidity and credit situation, important business events, and other circumstances that cannot be presumed to have insignificant importance to the Company’s shareholders for the board of directors to be aware of (such as material disputes, cancellation of agreements that are important to EurAsia, and significant circumstances concerning EurAsia’s facilities).

The CEO and other senior executives are presented in greater detail in the section “Board of Directors and Executive Management.” Remuneration to the Board of Directors, CEO, and other senior executives, fees and other remuneration to board members, including the Chairman and Vice Chair of the board of directors, are decided at the Annual General Shareholder’s Meeting (AGM. In anticipation of the first AGM scheduled for [date ], 2023, the board of directors unanimously adopted a resolution to advance each regular board member SEK100,000, each deputy board member SEK50,000, and the Chairman and Vice Chair SEK150,000 each, payable within 30 days after the Company is listed on Nasdaq First North. Current employment contract for the CEO and agreements with other senior executives, stipulate a reciprocal period of notice of three months. For other Senior Executives, the reciprocal period of notice is either three or six months.

Auditing
The auditor is to review the Company’s consolidated semi-annual reports and audit the Company’s consolidated annual reports pursuant to IFRS and submit to the board of directors a six-month review and a twelve-month audit report, 60 calendar days after the expiration of each reporting period. In accordance with the Company’s Articles of Association, the Company shall have one independent auditor or registered audit firm. In order to secure accounting transparency and protect investors, the Company will engage an external Swedish bookkeeper to process its financial records commencing on the date of the merger with EurAsia Fintech AB (publ).

Share capital and ownership structure general information
According to the Company’s Articles of Association at the date of the Company Description, the share capital may not be less than SEK [ ] and not exceed SEK [ ], and the number of shares may not be less than [ ] and not exceed [ ]. As of the date of the Company Description, the Company’s registered share capital amounts to SEK [ ], and there is a total of [ ] shares outstanding in the Company, where [ ] shares are class A shares and [ ] are class B shares. The number of outstanding class A shares is limited to [ ] and [ ] for class B shares. The shares are denominated in SEK, and each share has a quotient value of SEK 0.5. The shares in the Company have been issued in accordance with Swedish law. All issued shares are fully paid and freely transferable.

Certain rights associated with the shares
The rights associated with shares issued by the Company, including those pursuant to the Articles of Association, may only be amended in accordance with the procedures stated in the Swedish Companies Act (2005:551). Voting rights Each share of class A in the Company entitles the holder to ten votes, and each share of class B entitles the holder to one vote at shareholder’s general meetings. Preferential rights to new shares if the Company issues new shares, warrants, or convertibles in a cash issue or a set-off issue, shareholders shall, as a general rule, have preferential rights to subscribe for such securities proportionally to the number of shares held prior to the issue. Dividends and dividend policy as of the date of the Company Description, EurAsia Fintech AB (publ) has not paid any dividends since inception and the Company’s board of directors has not adopted a dividend policy. Decisions regarding dividends are made by the Annual General Meeting (AGM) of shareholders and dividends are paid through Euroclear Sweden. All shareholders who are registered in the share register maintained by Euroclear Sweden on the record date determined by the AGM are entitled to receive dividends. Dividends are normally paid as a cash amount per share, although they may also be paid in a form other than cash (cash-in-kind dividend). Dividends may only be paid in an amount that ensures there is full coverage for the Company’s restricted equity after the dividend is paid and provided that the dividend appears to be justifiable taking into account (i) the demands placed on the size of the Company’s equity due to the type of business conducted, its scope and risks, and (ii) the Company and the Group’s consolidation needs, liquidity and position in general. As a general rule, the shareholders are not permitted to decide on dividends in an amount larger than that proposed or approved by the board of directors. The right to dividends applies to shareholders who are registered as shareholders in the share register maintained by Euroclear Sweden on the record date for dividends decided by the AGM of shareholders. Should a shareholder not be reached through Euroclear Sweden, the shareholder will continue to have a claim against the Company concerning the dividend amount and this is only limited by rules concerning a ten-year statute of limitation. After the period of limitation, the dividend amount accrues to the Company. Neither the Swedish Companies Act nor the Company’s Articles of Association contain any restrictions regarding the right to dividends for shareholders outside Sweden. Apart from the restrictions pursuant to banking and clearing systems, payments to such shareholders are made in the same manner as those made to shareholders domiciled in Sweden. Shareholders who are not subject to taxation in Sweden are normally subject to Swedish withholding tax. Refer to the section “Tax considerations in Sweden”. Central securities depository the Company’s shares are issued in dematerialized form through the services of Euroclear Sweden (P.O. Box 191, SE-101 23 Stockholm, Sweden). In accordance with the Swedish Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument), Euroclear is the central securities depository and clearing organization for the shares. Accordingly, no share certificates have been issued and any share transfers are made electronically. All shares are fully paid and denominated in the currency SEK. The ISIN code for the Company’s class B shares is SE***.

Convertibles, warrants, authorization to issue securities, etc.
As of the date of this Company Description, the Company has no outstanding warrants, convertibles, or other financial instruments.

Share capital development
The following table shows the share capital trend for the Company’s share capital during the years covered by the financial overview from [dates to be completed].