Articles of association in FrontOffice Nordic AB (publ) organization number 556935-4946, adopted at the company’s founding 27 May 2013
The share company’s company is FrontOffice Nordic AB (publ).
§ 2 Place
The Board shall have its registered office in Stockholm.
§ 3 Activities
The company has the purpose of conducting consultancy, development or sales of products and services in the fields of accounting, finance, law and finance, and related activities, directly or indirectly through subsidiaries.
§4 Share capital
The share capital shall be at least SEK 500,000 and no more than SEK 2,000,000.
§5 Number of shares
The number of shares shall be at least 10,000,000 and not more than 40,000,000. The shares shall be issued in two series, designated Series A and Series B. The number of Series A shares shall not exceed 8,000,000. and of Series B no more than 32,000,000 pcs. At voting at the Annual General Meeting, Class A shares shall carry 10 votes and shares of Series B 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 cannot 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 in the ability to make a decision on a cash issue or a cancellation issue with a deviation from 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.
§6 Board of Directors
The Board shall consist of at least 3 and no more than 6 members and no more than two deputies. Board members and deputy board members are elected annually at the AGM for the period until the end of the next AGM.
For auditing of the annual report of the limited company together with the accounts, as well as the administration of the Board of Directors and the Managing Director, 1 authorized auditor is appointed with the term of office in accordance with the general rule of the Companies Act. An auditor may also be appointed as a registered audit company.
Notice of the Annual General Meeting shall be by announcement in Post- och Inrikes Tidningar, the company’s website and advertisement with reference to the Annual General Meeting in Svenska Dagbladet.
§9 Cases at the Annual General Meeting
At the Annual General Meeting, the following matters shall be dealt with:
- Election of Chairman of the Annual General Meeting.
- Establishment and approval of voting rights.
- Election of one or two adjudicators.
- Examination of whether the Annual General Meeting has been convened
- Approval of agenda.
- Presentation of the annual report and the audit report.
- Decision on;
- determination of income statement and balance sheet
- dispositions of the company’s profit or loss in accordance with the established balance sheet and
- Discharge from the Board of Directors and the Managing Director.
- Determination of fees to the Board and auditors.
- Elections to the Board and, where applicable, auditors.
- Other matter, to be recorded at the Annual General Meeting pursuant to the Swedish Companies Act (2005: 551) or the Articles of Association.
§10 Reconciliation Reservations
The shareholder or trustee who, on the record date, is entered in the share register and recorded in a reconciliation register, according to Chapter 4. the Act (1998: 1479) on the accounting of financial instruments or those listed in reconciliation accounts under Chapter 4. Section 18, first paragraph, paragraphs 6 to 8, shall be deemed to be entitled to exercise the rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).
§11 Conversion Reservation
A share of Series A may be converted into Series B shares. Holders of Class A Holdings are entitled to demand that all or part of Holdings of Series A shares be converted into Series B shares. Requests for conversion shall be made in writing to the company. This shall specify (i) the number of Series A shares that are desired to convert or (ii) the proportion of the total number of votes in the Company that the shareholder wishes to hold after conversion of all Class A shares notified for conversion. In the case of notification under (ii) above, the shareholder must also state his total holding of Series A and Series B shares at the time of the request.
§12 Financial year
The Company’s financial year shall be calendar year.