(org nr 556544-6522)
§ 1 Company name
The name of the company is Cybercom Group Europe AB.
§ 2 Registered office
The registered office of the company shall be in the municipality of Stockholm (A).
§ 3 Purpose
The purpose of the company is to engage in consultancy services in the following information technology (IT) areas: systems design and development, training, programming, information and business analysis, IT procurement advisory services, systems analysis, redesign of IT technology and systems, sales of IT-related products, systems engineering, database design and administration, management consulting, executive and specialist recruitment, securities trading, and other related business activities.
§ 4 Share capital
Share capital shall amount to at least SEK 12,435,757 and no more than SEK 49,743,028.
§ 5 Shares
The number of shares shall be at least 12,435,757 and at most 49,743,028.
§ 6 The board of directors
The board of directors shall (except for members who are appointed by means other than election at shareholders’ meetings), consist of at least four (4) and no more than nine (9) board members.
§ 7 Swedish securities registration clause
Shareholders shall be entered in a shareholders’ register, pursuant to the Swedish Financial Instruments Accounting Act (1998:1479).
§ 8 Auditors
An authorised public accounting firm without any deputy, or one or two authorised public accountants with one or two deputy auditors, shall be appointed to audit the company’s annual accounts, accounting records, and the management of the company by the board of directors and the chief executive officer (CEO).
§ 9 Notice of general meeting
Notices of annual and extraordinary general meetings, at which amendments to the articles of association will be discussed, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notices for other extraordinary meetings shall be issued no earlier than six weeks and no later than two weeks before the meeting.
Notice of general meetings shall be published in Post- och Inrikes Tidningar and in Dagens Industri and possibly in another nation-wide daily newspaper.
Any shareholder wishing to participate in the annual general meeting must be registered as shareholders in an abstract of the company’s shareholders’ register, or any other reproduction of the entire shareholders’ register, five days before the meeting, and must notify the company of his or her of participation not later than 16.00 on the date indicated in the notice of meeting. This date must not fall on a Saturday or Sunday, a public holiday, Midsummer Eve, Christmas Eve or New Years Eve, nor earlier than the fifth weekday before the meeting.
A representative for the shareholder may only attend if the shareholder reports the number of representatives (no more than two) to the company in the manner and by the time stated in the meeting notice.
A person who is not a shareholder of the company shall be entitled to attend the general meeting or follow meeting proceedings, as per the terms adopted by the board of
directors.
§ 10 Collection of proxies
The board of directors may collect proxies at the expense of the company, as per the procedure set out in chapter 7, section 4, paragraph 2 of the Companies Act (2005:551).
§ 11 Agenda for annual general meeting (AGM)
The AGM is held once a year within six months of the end of the financial year.
These items shall be covered at the AGM:
1. Election of an AGM chairman.
2. Preparation and adoption of a roster of voters.
3. Adoption of the agenda.
4. Election of one or two persons to verify and correct the minutes.
5. Confirmation that the meeting was duly convened.
6. Presentation of the annual accounts and auditor’s reports and, where applicable, the consolidated annual accounts and the auditor’s report for the Group.
7. Decisions regarding:
a. Adoption of the income statement and balance sheet, and, where applicable, the consolidated income statement and the consolidated balance sheet.
b. Appropriations regarding the company’s profits or losses as per the balance sheet adopted.
c. Discharge of the board members and CEO from liability.
8. Determination of remuneration for the board of directors and auditors’ fees.
9. Election of board members.
10. Selection of an auditing company or auditor(s) and deputy auditor(s).
11. Other business to be considered by the AGM, pursuant to the Swedish Companies Act or Articles of Association.
§ 12 Financial year
The company’s financial year shall run from 1 January to 31 December.
§ 13 Voting
At the AGM, each qualified voter may vote with all the shares he or she owns or represents, without any limit to the number of votes.
Adopted at Cybercom’s AGM held on 8 May 2007.