Articles of association

Articles of association

Articles of association

§ 1 Company name
The company’s company name is Idébanken Juristbyrå AB.

§ 2 Seat of the board
The board has its seat in Solna municipality.

§ 3 Operations
The company must provide consultations in legal matters and related activities.

§ 4 Share capital
The share capital must be a minimum of SEK 600,000 and a maximum of SEK 2,400,000.

§ 5 Number of shares
The number of shares must be a minimum of 60,000,000 and a maximum of 240,000,000.

§ 6 Board of Directors
The shares must be issued in two series, designated series A and series B. Series A shares can be issued to a maximum number of 240,000,000 and series B shares to a maximum number of 240,000,000. Series A shares carry the right to ten/10/votes and share of series B carry the right to one /1/ vote. Shares of series A and series B entitle to the same right to a share in the company’s assets and profit.

If the company decides to issue new shares of series A and series B through a cash issue or set-off issue, owners of shares of series A and series B shall have a pre-emptive right to receive new shares of the same share type in relation to the number of shares the holder previously owns (primary pre-emptive right) . Akitas that are not subscribed with primary preferential right must be offered to all shareholders for subscription (subsidiary preferential right). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the tax shares are distributed among the subscribers in relation to the number of shares they previously own and, to the extent that this cannot be done, by lottery.

If the company decides to issue shares only of series A or series B through a cash issue or set-off issue, all shareholders, regardless of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in relation to the number of shares they previously owned.
If the company decides to issue warrants or convertibles through a cash issue or a receipt issue, the shareholders have a preferential right to subscribe for warrants as if the issue applied to the shares that may be newly subscribed due to the option right or a preferential right to subscribe for convertibles as if the issue related to the shares that the convertibles may is exchanged for.

What has been said above shall not imply any impairment in the possibilities of making a decision on a cash issue or set-off issue with a deviation from the shareholders’ pre-emptive right.
Shares of series A may, at the request of shareholders, be converted into shares of series B. Such a request must be made in writing to the board. Decisions on conversion are made by the board or, after authorization by the board, by the managing director. Matters that have just been said must be dealt with at least once every financial year.

§ 7 Board
The board shall consist of a minimum of 1 and a maximum of 10 members with a minimum of 1 and a maximum of 10 deputies.

§ 8 Auditors
The company shall not have an auditor. However, according to the rules in the Swedish Companies Act, the general meeting can still choose to appoint an auditor.

§ 9 Summons
Invitation is made by e-mail.

§ 10 Matters at the annual general meeting
At the annual general meeting, the following matters shall be dealt with.
1. Election of chairman at the meeting
2. Creation and approval of voter register
3. Selection of one or two adjusters
4. Examination of whether the meeting has been duly convened
5. Approval of agenda
6. Presentation of the annual report and, when required, the auditor’s report
7. Decision on
– determination of the income statement and the balance sheet
– dispositions regarding the limited company’s profit or loss according to the established balance sheet
– discharge of liability for board members and the CEO
8. Determining the fees for the board and in some cases the auditors
9. Election to the board and, where applicable, auditors.
10. Other matter, which must be taken up at the general meeting according to the Swedish Companies Act (2005:551) or the articles of association.

§ 11 Fiscal year
Fiscal year is 1 January – 31 December.

§ 12 Reconciliation clause
The company’s shares must be registered in a reconciliation register according to the Act (1998:1479) on securities centers and account management of financial instruments.