Articles of association
Section 1. The name of the company is Micro Systemation AB (publ).
Section 2. The company’s registered office is located in Stockholm Municipality, AB County, Sweden.
Section 3. The Company’s business activities shall consist of development and sale of software and related business.
Section 4. Share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000.
Section 5. The number of shares shall be not less than 17,000,000 and not more than 68,000,000.
Section 6. Shares shall be issued in three classes, class A, class B and class C. Class A shares may be issued up to a maximum number of 8,000,000 shares, class C shares may be issued up to a maximum number equal to 5% of outstanding shares and Class B shares to a maximum number equal to 100% of outstanding shares. Class A shares carry 10 votes per share, Class B shares carry one vote per share and Class C shares carry one vote per share. Should the company decide to increase its share capital by means of a cash issue or set-off issue, holders of class A shares, class B shares and class C shares shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares held previously (primary preferential right). Shares not subscribed for by primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares thereby offered is insufficient for subscription by subsidiary preferential rights, the shares shall be divided between subscribers in relation to the number of shares already held or to the extent this is not possible regarding certain share(s), by drawing lots. Should the company decide to issue share warrants or convertibles by means of a cash issue or set-off issue, shareholders shall have preferential rights to subscribe for share warrants as if the issue applied to the shares that may be subscribed either by options or preferential rights to subscribe for convertibles as if the issue applied to the shares that the convertibles may be exchanged for. The above does not entail any restriction of entitlement to pass a resolution regarding a cash issue or set-off issue that departs from shareholders’ preferential rights. In the event of an increase in share capital by means of a bonus issue, new shares of each type shall be issued in relation to the number of shares of the same type as previously. Existing shares of a given type shall confer preferential rights to new shares of the same type. This latter point shall not entail any restriction of entitlement to issue new shares of a new type by means of a bonus issue, following the requisite amendment to the Articles of Association. Class C shares shall not be entitled to dividends. In the event of distribution of the Company’s assets in connection with its liquidation, these shall be distributed equally among all shares regardless of class, though each class C share shall not receive any amount greater than an amount equal to the quota value of the share.
Section 7. The company’s financial year shall be the calendar year.
Section 8. At General Meetings, each shareholder is entitled to vote for the full number of shares that he or she owns or represents.
Section 9. The Board shall consist of 3-6 directors with a maximum of five deputies.
Section 10. The Company shall have one to two regular auditors.
Section 11. The following matters shall be considered at the Annual General Meeting: 1. Election of a Chairman of the Meeting 2. Drawing up and approving the voting list 3. Approving the agenda 4. Election of at least one person to verify the minutes 5. Determination of whether the meeting has been duly convened. 6. Submission of the Annual Accounts and the Audit Report, and where applicable, the Consolidated Accounts and the Audit Report for the group 7. Adoption of the Income Statement and Balance Sheet, and where applicable, the Consolidated Income Statement and Consolidated Balance Sheet Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet 9. Resolution on record day for approved dividend. 10. Resolution on discharge of Board members and the Chief Executive Officer from liability 11. Determination of fees for members of the Board of Directors and auditor 12. Election of the members of the Board of Directors and where applicable, auditor 13. Other matters prescribed by the Swedish Companies Act (2005:551) or the Articles of Association
Section 12. Invitations to shareholders’ meetings shall be through an announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. An announcement to this effect shall be made in the newspaper Svenska Dagbladet. Notice to attend the Annual General Meeting and extraordinary meetings dealing with changes to the Articles of Association shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to any other extraordinary general meeting will be issued not earlier than six weeks and not later than three weeks prior to the meeting.
Section 13. The shares of the company shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).
Section 14. For entitlement to participate in a shareholders’ meeting, shareholders shall notify the Company by no later than 4:00 p.m. on the date stated in the invitation This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than five weekdays prior to the shareholders’ meeting. Attorneys do not need to notify the number of assistants. The number of assistants may not be more than two.
Section 15. It shall be possible to convert class A shares to class B shares. Requests for such conversion shall be made in writing to the Board. This request shall state how many shares are requested for conversion, and if the conversion does not apply to the shareholder’s full holdings of class A shares, which of the shares the conversion applies to. The Board of the Company is required to address the request at the next Board meeting after the request is submitted. Class C shares held by the Company itself may be converted to B shares pursuant to a decision taken by the Board of Directors. Conversion of class C shares shall be reported for registration without delay and is complete once registration has occurred. The company’s board of directors is entitled to adopt a resolution with respect to a reduction of the share capital, although not to a level below the minimum share capital, through redemption of all class C shares At the time of redemption, holders of class C shares are required to redeem their shares for an amount equal to the quota value of the shares, Before the decision to reduce the share capital is executed, an amount equal to the reduction shall be allocated by decision of the Board to a reserve fund.