Articles of association

Articles of association for Edgeware AB (publ), registration number 556691-7554, adopted by the extraordinary shareholders’ meeting on 28 November 2016.

1 § NAME

The company’s name is Edgeware AB (publ).

2 § REGISTERED OFFICE

The board of directors’ registered office shall be situated in Stockholm.

3 § OBJECT OF THE COMPANY’S BUSINESS

The object of the company’s business is to, directly or indirectly; conduct development and sales of electronic systems for network applications and any other activities compatible therewith.

4 § SHARE CAPITAL AND SHARES

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

5 § EUROCLEAR COMPANY

The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

6 § BOARD OF DIRECTORS

The board of directors, to the extent elected by the shareholders’ meeting, shall consist of not less than three (3) and not more than ten (10) with no deputy members.

7 § AUDITOR

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, an authorised public accountant or a registered public accounting firm shall be elected.

8 § NOTICE OF SHAREHOLDERS’ MEETING

Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

9 § PARTICIPATION IN SHAREHOLDERS’ MEETINGS

Shareholders who wish to participate in a shareholders’ meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the share holders’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.

10 § BUSINESS AT SHAREHOLDERS’ MEETINGS

The following business shall be addressed at annual shareholders’ meetings:

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons who shall approve the minutes of the meeting;
  5. Determination of whether the meeting was duly convened;
  6. Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. Resolutions regarding:
    a. adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
    b. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
    c. discharge of the members of the board of directors and the managing director from liability;
  8. Determination of the number of members and deputy members of the board of directors to be elected by the shareholders’ meeting and, where applicable, the number of auditors and deputy auditors;
  9. Determination of fees for members of the board of directors and auditors;
  10. Election of the members of the board of directors
  11. Election of auditors and, where applicable, deputy auditors;
  12. 12. Other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies Act or the company’s articles of association.

11 § FINANCIAL YEAR

The company’s financial year shall be 1 January – 31 December.