This document is a translation from the Swedish original. In the event of any discrepancies between the English translation and the Swedish original the Swedish original shall prevail.
§ 1 Company Name
The Company name is Neonet AB. The Company is a public Company (publ).
§ 2 Registered Office
The Board shall have its registered office in Stockholm, Sweden.
§ 3 Operations
The Company is to conduct operations comprising financial and legal consultations, the management of shares in subsidiaries, the purchase and sale of securities, shares in companies, lease-hold properties and intellectual property as well as property in the form of lending against security in real estate and movables as well as surety, and conduct other associated activities, with the exclusion of such operations as are referred to in the legislation governing credit market companies and the legislation governing banking operations.
§ 4 Share Capital
The share capital shall comprise a minimum of SEK 1,000,000 and a maximum of
SEK 4,000,000.
§ 5 Number of Shares
The number of shares shall be a minimum of 50,000,000 and a maximum of 200,000,000.
§ 6 The Board and Auditors
The Board shall comprise of 3-10 Members. The Members shall be appointed annually at the Annual General Meeting to serve for the period until the next Annual General Meeting is held.
The Company shall have 1–2 Auditors with or without Deputy Auditors. A registered accounting firm may also be appointed as Auditor.
§ 7 Convening Shareholders’ Meetings, etc.
Shareholders’ meetings shall be convened, and other messages to shareholders transmitted, by an announcement in the Swedish Official Gazette and Swedish daily newspaper Dagens Industri. Should Dagens Industri cease to be published, meetings shall be convened by an announcement in the Swedish Official Gazette and Swedish daily newspaper Dagens Nyheter.
The Annual General Meeting, and Extraordinary General Meetings dealing with amendments to the Articles of Association, shall be convened at the earliest six, and at the latest four, weeks prior to such Meeting. Any other Extraordinary General Meeting shall be convened at the earliest six, and at the latest two, weeks prior to such Meeting. In order to be entitled to participate in the business of shareholders’ meetings, shareholders shall both be included in the print-out or other presentation of the full share register reflecting the circumstances five working days prior to the Meeting and shall also give notice of their attendance to the Company by 4 p.m. CET on the date indicated in the notice convening the Meeting. Such date may not fall on a Sunday, other public holiday, Saturday, Mid-summer’s Eve, Christmas Eve or New Year’s Eve and may fall no earlier than the fifth business day prior to the shareholders’ meeting.
Shareholders are entitled to invite one or two assistants to shareholders’ meetings, but only if such shareholder has specified this by no later than the date indicated in the notice convening the Meeting.
The Board may further decide to allow parties who are not shareholders in the Company to participate in or otherwise follow the business of the Meeting, on terms to be determined by the Board.
§ 8 Annual General Meeting
The Annual General Meeting shall be held annually within six months of the end of the financial year.
The Annual General Meeting shall address the following issues:
1. Appoint the Chairman of the Annual General Meeting.
2. Establish and approve the Voting List.
3. Approve the Agenda.
4. Appoint one or two persons to verify the Minutes.
5. Confirm that the Annual General Meeting has been duly convened.
6. Present the Annual Report and Report of the Auditors and the Consolidated Accounts and Consolidated Report of the Auditors.
7. Decisions to be reached
a) Approving the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet,
b) Approve the disposal of the Company’s earnings / losses in accordance with the approved Balance Sheet,
c) Discharge Members of the Board and the President from liability.
8. Establish the number of Members of the Board and, where applicable, the number of Auditors and Deputy Auditors.
9. Determine remuneration payable to Members of the Board and the Auditors.
10. Appoint the Board and Auditors and potential Deputy Auditors.
11. Any other business to be dealt with by the Annual General Meeting according to the Companies Act or Articles of Association.
§ 9 Financial Year
The Company’s financial year is from 1 January – 31 December.
§ 10 CSD Provision
The Company’s shares shall be registered in a CSD register in accordance with the Swedish Act (1998:1479) on the Accounting of Financial Instruments.