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Articles of association
Adopted at the extraordinary general meeting on September 2, 2021
Articles
1§ Name of the company
The company’s name is Haypp Group AB. The company is a public limited liability company.
2§ Registered office
The company’s registered office shall be situated in Stockholm, Sweden
3§ Object of the company’s business
The company shall invest in e-commerce companies in the Nordic countries and conduct any other activities compatible therewith.
4§ Share capital
The share capital shall be not less than SEK [1,000,000] and not more than SEK [4,000,000].
5§ Number of shares
The number of shares shall be not less than SEK [15,000,000] and not more than SEK [60,000,000].
6§ Euroclear company
The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).
7§ Board of directors
The board of directors shall consist of not less than 3-10 members with not more than 4deputy members. The board of directors is elected at the annual general meeting for the time until the close of the next annual general meeting.
8§ Auditors
For the purposes of examining the company’s annual report as well as the management by the board of directors and the managing director, 1-2 auditors with or without not more than 2 deputy auditors shall be appointed.
9§ Notice of shareholders’ meeting
Notice of shareholders’ meetings shall be made through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. At the time of notice, information that notice has been published shall be published in Svenska Dagbladet.
10§ Opening of shareholders’ meeting
The chairman of the board of directors, or the person thereto appointed by the board of directors, shall open the shareholders’ meeting and moderate until a chairman of the meeting has been elected.
11§ Shareholders’ meeting
Annual shareholders’ meeting is held annually within 6 months following the end of the financial year.
The following business shall be addressed at the annual shareholders’ meetings.
1. Election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons who shall approve the minutes.
4. Determination of whether the meeting has been duly convened.
5. Approval of the proposed agenda.
6. Presentation of submitted annual report and the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report for the group. Resolutions regarding
7. Resolutions regarding
a. The adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and consolidated balance sheet.
b. The allocation of the company’s profits or losses in accordance with the adopted balance sheet and, when applicable, the adopted consolidated balance sheet.
c. Discharge of the members of the board of directors and the managing director from liability, when such occurs.
8. Determination of fees for members of the board of directors and auditor.
9. Election of the board of directors and potential deputy members and auditors and potential deputy auditors.
10. Other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.
12§ Financial year
The company’s financial year shall encompass the period 1/1 – 31/12.
13§ Participation in the shareholders’ meeting
In order to participate in a shareholders’ meeting, a shareholder must notify the company of the intention to attend and number of assistants, no later than on the day specified in the notice of the meeting. Such day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
A shareholder may be joined by one or two counsels at a shareholders’ meeting, however, only if the shareholder has notified of this in accordance with the preceding paragraph.