Articles of association
Tilgin AB
Adopted at Extraordinary Shareholders’ Meeting on March 18, 2008
§ 1
The company’s name is Tilgin AB. The company is a public company.
§ 2
The Board of Directors shall have its registered office in the municipality of Stockholm.
§ 3
The company shall, directly or indirectly, conduct development and sales of computer software, systems and hardware as well as other activities compatible therewith.
§ 4
The share capital of the company shall be not less than SEK 30,000,000 (thirty million) and not more than SEK 120,000,000 (one-hundred-and-twenty million). The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
§ 5
The Board of Directors shall consist of no fewer than three and no more than six members with no more than three deputies.
§ 6
The company shall have no fewer than one, and no more than two auditors with no more than one deputy auditor. The auditors as well as the deputy auditor shall be authorized public accountants. A registered public accounting firm may be appointed as auditor.
§ 7
The company’s financial year shall be the calendar year.
§ 8
The following matters shall be dealt with at the Annual General Meeting:
| 1. |
election of the 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 beside the Chairman check the minutes; |
| 5. |
determination as to whether the Meeting has been duly convened; |
| 6. |
presentation of the annual report and the auditor’s report and, should the company be a parent company, the consolidated annual report and the consolidated auditors report; |
| 7. |
resolution on adoption of the profit and loss statement and the balance sheet and, should the company be a parent company, the consolidated profit and loss statement and the consolidated balance sheet; |
| 8. |
resolution on the appropriation of the company’s profit or loss according to the adopted balance sheet; |
| 9. |
resolution on the Board members’ and the managing director’s discharge from liability; |
| 10. |
determination of the number of Board members and deputy Board members and where appropriate auditor and deputy auditor; |
| 11. |
determination of fees to the Board of Directors and the auditors; |
| 12. |
election of Board members and where appropriate auditors, and deputy Board members and where appropriate deputy auditors; |
| 13. |
other matters that shall be dealt with at the General Meeting pursuant to the effective Swedish Companies Act or Articles of Association. |
§ 9
Notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette and Svenska Dagbladet within such time as prescribed in the Swedish Companies Act (2005:551). Should Svenska Dagbladet cease to be published, notice shall be issued through announcement in the Swedish Official Gazette and Dagens Nyheter.
§ 10
To participate in the General Meeting, shareholders must be registered in a print-out or other form of display of the complete share register regarding the conditions present 5 (five) weekdays prior to the General Meeting and notify the company no later than 1.00 p.m. on the day stated in the notice convening the Meeting. This day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve, New Year’s Eve and not fall earlier than the fifth weekday prior to the Meeting. A shareholder may bring assistants to the General Meeting provided that the shareholder has notified the company hereof in accordance with the previous paragraph.
§ 11
The company’s shares shall be registered in central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).
§ 12
The Board may collect proxies on the company’s expense pursuant to the procedure prescribed in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551).