Articles of association
Resolved by the Annual General Meeting on April 5, 2017
§ 1 – Company The name of the Company is Awardit AB. The company is a public company (publ).
§ 2 – Registered office The registered office of the Board of Directors shall be in Stockholm.
§ 3 – Object The object of the Company’s business includes developing and selling IT- and marketing-related products and services, particularly loyalty and marketing systems for e-commerce, and other business activities compatible therewith.
§ 4 – Share capital The share capital of the Company shall be not less than SEK five hundred thousand (SEK 500,000) and not more than SEK one million six hundred thousand (SEK 1,600,000).
§ 5 – Number of shares The number of shares shall be not less than 5,000,000 and not more than 16,000,000.
§ 6 – Board of Directors The Board of Directors of the Company shall consist of not less than three and not more than six members with not more than six deputy members. The Board members, including one chairperson, and the deputy members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting. If the Board of Directors consists of one or two members, at least one deputy member is to be appointed.
§ 7 – Audit The Company shall have one auditor with no more than one deputy auditor.
§ 8 – Notice Notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette as well as on the Company’s website. Announcement to the effect that notice convening a General Meeting has been issued shall be made in Svenska Dagbladet.
§ 9 – Matters dealt with at the Annual General Meeting The following matters shall be dealt with at the Annual General Meeting:
- Opening of the meeting and election of chairman at the meeting.
- Preparation and approval of the voting list.
- Election of one or two minutes-checkers.
- Determination of the agenda.
- Question as to whether the meeting has been properly convened.
- Presentation of the annual report and the audit report and, where applicable, the consolidated profit and loss account and the consolidated balance sheet.
- Resolutions on the adoption of the profit and loss account and the balance sheet and, where applicable, the consolidated profit and loss account and the consolidated balance sheet.
- Dispositions in respect of the Company’s profit or loss in accordance with the adopted balance sheet
- Resolutions on the discharge of liability of the directors of the Board and the Managing Director.
- Resolution on the number of directors and possible deputy directors.
- Election of the Board of Directors and possible deputy directors.
- Election of, if applicable, the auditor and deputy auditor.
- Other matters to be dealt with at the General Meeting in accordance with the Swedish Companies Act (Sw: aktiebolagslagen (1975:1385) or the Company's articles of association.
§ 10 – Financial year The calendar year shall be the Company’s financial year.
§ 11 – Voting At the Annual General Meeting each voter may vote for the complete number of shares held and represented, without restriction in voting rights.
§ 12 – CSD clause The shares of the company shall be registered in a Central Securities Depositary Register in accordance to the Financial Accounts Act (Sw: Lag om värdepappercentraler och kontoföring av finansiella instrument (1998:1479)).