Articles of Association
§1 Name of company
The name of the company is Evendo AB. The company is public company (publ).
§2 Registered office of the company
The registered office of the company is situated in Stockholm.
§3 Objective of the company
Evendo AB (publ) “The company” has the purpose of operating a holding company as well as administering and providing an internet-based portal for ordering an event.
§4 Share capital
The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.
§5 Number of shares
The number of shares shall be at least 5,000,000 and no more than 20,000,000
§6 The shares
The shares may be awarded in two series, series A and series B.
Series A and Series B shares may be issued to a maximum of one hundred (100) percent and at least zero (0) percent of the Company’s share capital.
Share of Series A entails ten (10) votes and shares of Series B one (1) vote.
If the Company decides to issue new Series A and Series B shares through Series A and Series B shares, Class A and Series B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares the holder previously owns (primary preferential right ). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). Unless the shares thus offered are sufficient for the subscription that is made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and, insofar as this can not be done by lottery.
If the Company decides to issue shares of only Series A or Series B through a cash issue or a series of shares, all shareholders, regardless of whether their shares are of Series A or Series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously own.
If the company decides to issue warrants or convertibles through a cash issue or offset issue, shareholders have the pre-emptive right to subscribe for warrants as if the issue concerns the shares that may be subscribed for by the option right and preferential rights to subscribe for convertibles as if the issue concerns the shares that the convertibles
may will be replaced.
What has been said above should not imply any restriction on the ability to make a decision on a cash issue or a cancellation issue with the exception of shareholders’ preferential rights.
In the event of an increase in the share capital through a bonus issue, new shares shall be issued by each share class in proportion to the number of shares of the same kind existing previously. In that case, old shares of a certain class of shares shall entitle new shares of the same class. What has now been said should not imply any restriction in the possibility of issuing new shares by way of a bonus issue, as required by the Articles of Association.
§7 Board of Directors & Auditors
The Board shall consist of at least three and not more than seven members, with no more than one alternate per member. For auditing of the company’s annual report together with the accounts, as well as the Board of Directors and the Managing Director’s Management, one or two authorized auditors (or registered auditing companies) are appointed with or without authorized deputies.
Notice of Annual General Meeting shall be made by announcement in the national and regional newspapers and on the company’s website. That notice has been made must be announced in Dagens Industri.
§9 Paritipation in Annual General Meeting
In order to participate in the Annual General Meeting, shareholders must be registered in the owners registry five (5) weekdays prior to the meeting, and notify the company before 16:00 no later than the date specified in the notice of the meeting, indicating the number of assistants. The latter day may not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than the fifth (5th) weekday before the meeting.
§10 Annual General Meeting
The Annual General Meeting shall be held in Stockholm.
At the Annual General Meeting the following matters shall be included in the Agenda:
- Election of Chairman of the Meeting.
- Establishment of approved voting length.
- Approval of agenda for the meeting.
- Choice of two adjudicators.
- Examination of whether the meeting has been convened properly.
- Presentation of the annual report and the audit report and, where applicable, the consolidated accounts and the consolidated audit report.
- Decisions on:
a) determination of income statement and balance sheet, where applicable, consolidated income statement and consolidated balance sheet;
b) disposals of the company’s profit or loss in accordance with the established balance sheet; and
c) discharge to board members and chief executive officer, whenever such occurs.
- Determination of the number of Board members and deputies, as well as auditors and deputy auditors.
- Determination of fees to the board and the auditor.
- Election of Board and, where applicable, auditors and any deputies.
- Other matters that arrive at the meeting pursuant to the Swedish Companies Act or the Articles of Association.
§11 Fiscal year
The company’s fiscal year shall be calendar year.
§12 Record day provision
The Company’s shares shall be registered in a record of reconciliation under the Financial Instrument Accounts Act (1998: 1479).
§13 Conversion provision
Holders of Class A shares are entitled to a series of A shares converted into series B shares. A proposal must be made in writing to the Board, specifying the number of shares to be converted. The Board shall notify of the conversion without delay of registration.
If Class A shares have been transferred to a person who is not previously a shareholder in the company, other shareholders have the right to redeem the share. The new owner of the share must report the share transfer to the company’s board as soon as the Companies Act stipulates (hembud). Access to the share shall be confirmed. The redemption may not be made of a smaller number of shares than the home item covers. All types of transfer of ownership are governed by this provision.
When the notification is thus made of the transfer of shares, the Board shall immediately notify each solicitor with a known postal address with the request of the person wishing to use the right of solicitation to submit a written claim to the company within two months, based on the competent notification of the board of shares transition; In the case of several eligible solicitors, the pre-emptive rights between them shall be determined by lottery, executed by the board of directors, but, if several shares have been held simultaneously, the shares may, as far as possible, be distributed among those who made solvency claims in proportion to their previous shareholdings.
If the share has been transferred by sale, the amount of the payment must correspond to the purchase price, but not if the new owner, if requested, can not submit the purchase order or other document expressing the terms of purchase or there is reason to assume that the purchase document has been made for its sake. For redemption, no other terms shall apply.
If the acquirer and the person who has requested to redeem the shares do not agree on the issue of redemption, the dispute shall be settled by arbitrators appointed in accordance with the applicable arbitration proceedings. The person who has requested redemption shall appeal for arbitration within two (2) months from the date on which the solicitor’s claim was made to the company’s board of directors.
The amount of payment shall be paid within one (1) month from the date on which the payment amount was determined, Unless a solicitor within a defined period of time makes a solicitation claim or the amount of payment is not paid within the stipulated time, the person who made the homeowner will be registered for the share. During the period from the acquisition until the definitive owner is entered in the share register, the acquirer exercises the right to vote for the domiciled shares.