Alta Group N.V.

AG-COR-002 — Bylaws

Article I — Name and Purpose

Section 1. Name

The name of the company is Alta Group N.V. (the “Company” or “Alta Group”).

Section 2. Purpose

Alta Group exists as a holding company for financial, technology, legal, gaming, infrastructure, and related businesses operating under the Alta name or affiliated brands.

Alta Group may own, operate, form, acquire, sell, restructure, merge, or dissolve subsidiaries and business lines as determined by the Founder-Chairman and the Board.

Section 3. Holding Company Status

Alta Group may conduct business directly but is primarily intended to operate through subsidiaries, divisions, platforms, and controlled entities.

Article II — Founder and Chairman

Section 1. Founder

The founder of Alta Group is 12700k (a/k/a FTLCEO), recognized as the creator and controlling architect of the Alta enterprise.

Section 2. Founder-Chairman

The Founder shall serve as Chairman of Alta Group for an indefinite term unless the Founder voluntarily resigns.

No shareholder vote, Board action, subsidiary action, officer action, or amendment to these Bylaws may remove, replace, suspend, or limit the Founder’s position as Chairman without the Founder’s written consent.

Section 3. Chairman Authority

The Chairman has final authority over:

• the strategic direction of Alta Group;
• the creation, sale, acquisition, or dissolution of subsidiaries;
• appointment and removal of subsidiary directors;
• major corporate restructurings;
• use of the Alta name, brand, trademarks, and technology;
• major expenditures requiring Group approval;
• disputes between subsidiaries;
• matters reserved to Alta Group under these Bylaws or any Reserved Powers Resolution.

Section 4. Emergency Authority

The Chairman may take immediate action where necessary to protect Alta Group, any subsidiary, customers, assets, technology, reputation, or operations. Any such action may later be recorded by resolution.

Article III — Shareholders and Shares

Section 1. Share Classes

Alta Group may issue:

• Class A Shares, which carry voting rights; and
• Class B Shares, which are non-voting unless otherwise amended by the Board.

Class B Shares may receive dividends or other economic rights if approved by the Board.

Section 2. Voting

Except as otherwise provided, voting rights belong to Class A shareholders.

Section 3. Supermajority Matters

The removal of directors, amendment of protected governance provisions, or any action affecting Founder control shall require a supermajority vote and the Founder’s written consent where applicable.

Section 4. Dividends

Dividends may be declared by Board resolution. No shareholder has an automatic right to dividends unless declared.

Section 5. Share Transfers

Share transfers may be restricted by a Shareholders’ Agreement, Board resolution, or other written policy approved by Alta Group.

Article IV — Board of Directors

Section 1. Authority

The Board of Directors is responsible for governance, oversight, major approvals, and long-term corporate direction.

Section 2. Size

The Board shall have no fewer than three and no more than nine directors, unless otherwise approved by the Chairman.

Section 3. Composition

The Board may include:

• the Chairman;
• the Chief Executive Officer;
• directors of major subsidiaries;
• executive officers; and
• other persons appointed by the Chairman.

Section 4. Appointment and Removal

Directors are appointed by the Chairman unless otherwise determined by Board resolution. Directors may be removed by the Chairman or by the procedure established in the Shareholders’ Agreement.

Section 5. Chairman Vote

The Chairman may vote on all Board matters and may also break ties where applicable.

Section 6. Meetings

The Board may meet whenever called by the Chairman, the Chief Executive Officer, or any procedure approved by the Board. Meetings may occur in writing, by voice, by Discord, by electronic communication, or by any other method accepted by Alta Group.

Section 7. Written Resolutions

Any action that may be taken at a Board meeting may also be taken by written resolution, electronic approval, or recorded decision.

Article V — Officers and Management

Section 1. Officers

Alta Group may appoint officers including, but not limited to:

• Chief Executive Officer;
• President;
• Chief Operating Officer;
• Chief Financial Officer;
• Chief Legal Officer;
• Chief Technology Officer;
• Chief Risk Officer;
• Secretary; and
• any other officer title approved by the Chairman or Board.

Section 2. Chief Executive Officer

The Chief Executive Officer is responsible for general management of Alta Group, subject to the authority of the Chairman and Board.

Section 3. Appointment and Removal

Officers may be appointed or removed by the Chairman or Board.

Section 4. Subsidiary Executives

Subsidiary directors may appoint subsidiary executives, unless the appointment conflicts with Alta Group authority or requires Group approval.

Article VI — Subsidiaries

Section 1. Authority to Create Subsidiaries

Alta Group may create, acquire, own, reorganize, sell, merge, or dissolve subsidiaries at any time.

Section 2. Subsidiary Directors

The Chairman appoints the director or head of each subsidiary. A subsidiary director may manage day-to-day operations of the subsidiary within the authority granted by Alta Group.

Section 3. Subsidiary Governance

Each subsidiary may have its own governance charter. If a subsidiary governance document conflicts with these Bylaws, these Bylaws control.

Section 4. Subsidiary Policies

Subsidiaries may issue policies for their own operations, provided such policies do not conflict with Alta Group governance, reserved powers, platform rules, or corporate direction.

Section 5. Subsidiary Financial Statements

Subsidiary executives are responsible for preparing the subsidiary’s financial statements, including income statements and balance sheets. Alta Group may consolidate subsidiary financial information for Group reporting.

Section 6. Subsidiary Profits

Subsidiary profits ultimately belong to Alta Group unless otherwise allocated by the Board, subsidiary charter, or shareholder agreement.

Article VII — Reserved Powers of Alta Group

The following matters are reserved to Alta Group and require approval by the Chairman, Board, or authorized Group officer:

• creation, sale, acquisition, or dissolution of subsidiaries;
• appointment or removal of subsidiary directors;
• issuance of shares;
• borrowing or debt issuance by subsidiaries;
• expenditures above ƒ100,000, unless otherwise approved;
• major contracts or commitments;
• use of the Alta name, brand, trademarks, domains, bots, software, or APIs;
• launch of major new business lines;
• mergers, reorganizations, or spin-offs;
• amendments to core governance documents;
• disputes between subsidiaries;
• any matter the Chairman declares to be reserved.

Article VIII — Technology, Intellectual Property, and Platform Assets

Section 1. Ownership

Alta Group owns all Alta technology and intellectual property, including:

• websites;
• source code;
• APIs;
• Discord bots;
• domains;
• trademarks;
• logos;
• brand assets;
• design systems;
• internal tools;
• documentation;
• databases and platform architecture;
• software created by subsidiaries, employees, officers, developers, or contractors for Alta purposes.

Section 2. Subsidiary Use

Subsidiaries may use Alta Group technology and intellectual property under an internal license, authorization, or platform arrangement approved by Alta Group.

Section 3. Platform Structure

The Alta website may contain multiple subsidiaries, modules, products, or portals within a single platform. This does not transfer ownership of the platform or technology to any subsidiary.

Section 4. Technology Charges

Alta Group may charge subsidiaries internal fees, licensing fees, platform fees, service charges, or technology allocations for use of Group-owned technology.

Article IX — Expenditures, Debt, and Capital Allocation

Section 1. Expenditure Threshold

Subsidiary expenditures above ƒ100,000 require Alta Group approval unless an exception is granted.

Section 2. Debt

No subsidiary may incur debt, borrow funds, issue debt instruments, or pledge assets without Alta Group approval.

Section 3. Capital Allocation

Alta Group may allocate capital among subsidiaries and business lines as it determines appropriate.

Section 4. Acquisitions and Sales

Alta Group may acquire, sell, merge, spin off, or reorganize businesses or assets as approved by the Chairman or Board.

Article X — Records and Documents

Section 1. Corporate Records

Alta Group shall maintain records of major corporate actions, approvals, governance documents, subsidiary charters, shareholder records, and Board resolutions.

Section 2. Document Authority

Corporate documents may be approved, amended, replaced, or repealed by the Chairman, Board, or authorized officer.

Section 3. Format

Corporate records and governance documents may be maintained in Markdown, PDF, website pages, database records, Discord records, or any other format accepted by Alta Group.

Article XI — Amendments

Section 1. Amendment Authority

These Bylaws may be amended by Board resolution, subject to any shareholder approval required by the Shareholders’ Agreement.

Section 2. Founder-Protected Provisions

No amendment may remove, limit, or weaken the Founder’s position as Chairman, Founder control rights, or reserved powers without the Founder’s written consent.

Article XII — Interpretation

These Bylaws shall be interpreted in favor of:

• centralized Alta Group authority;
• continued Founder-Chairman control;
• protection of Alta Group assets, technology, subsidiaries, and brand;
• efficient operation of subsidiaries;
• preservation of corporate structure and records.

If any part of these Bylaws is unclear, the Chairman may issue an interpretation, which shall control unless later amended by the Board with the Chairman’s consent.

Adoption

These Bylaws are adopted as the governing bylaws of Alta Group N.V. effective immediately upon approval.