N.B. The English text is an in-house translation of the authorised Articles of Association and for convenience only. In case of discrepancy between the versions, the Swedish original shall prevail.
1 Company name
The company's company name is Bricknode Holding AB. The company is a public company (publ).
2 Registered office of the company
The board of directors shall have its registered office in the municipality of Skövde.
3 Objects of the company
The company shall manage ownership and invest in companies that develop and sell software in financial services and related activities.
4 Share capital
The share capital shall be not less than SEK 500 000 and not more than SEK 2 000 000.
5 Number of shares and classes of shares
The number of shares shall be not less than 8 000 000 and not more than 32 000 000.
Shares can be issued in two series, A shares and B shares. Class A shares and Class B shares may be issued in an amount corresponding to a maximum of 100 percent of the share capital. Class A shares carry ten votes. B share carries one vote.
In the case of an issue of shares or an issue of warrants or convertibles against payment in cash or by receipt of receivables, the following applies;
- That an old share gives preferential rights to a new share of the same type, however, that if only one of the types of shares is issued, each old share, regardless of share series, gives preferential rights to a new share,
- That shares that are not subscribed for by the primarily entitled shareholders shall be offered to all shareholders, and
- That if the entire number of shares subscribed for due to the latter offer cannot be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own and, insofar as this cannot be done, by drawing of lots.
What has been said above shall not imply any restriction on the possibility of deciding on a new issue of shares or an issue of warrants or convertibles against payment in cash or by set-off with deviation from the shareholders' preferential rights.
In the event of an increase in the share capital through a bonus issue, the shareholders have a preferential right to the new shares in relation to the number of shares they previously own, in which case owners of series A shares shall be entitled to new series A shares and owners of series B shares shall be entitled to new Series B shares in in relation to its share in the share capital. What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue, after the necessary amendment of the Articles of Association.
6 Conversion reservation
Series A shares shall, at the request of the owner of such shares, be convertible into series B shares. Requests for this shall be made in writing to the company, stating how many shares are desired to be converted. The conversion must then be notified without delay for registration with the Swedish Companies Registration Office and is carried out when registration has taken place and a note has been made in the share register.
7 Central securities depository registration
The shareholder or the trustee who as on the record date is entered into the register of shareholders and recorded at a central securities depository according to Ch. 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act or the one who is recorded in the central securities depository account according to Ch. 4 Section 18, first paragraph 6–8 of the above-mentioned Act, shall be assumed to be competent to exercise the rights set out in Chapter 4 Section 39 of the Swedish Companies Act (2005:551).
8 Board of directors
The board shall consist of a minimum of 3 and a maximum of 10 members with a minimum of 0 and a maximum of 10 deputies.
The company shall elect 1–2 auditors with or without deputy auditors.
Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and on the company's website. At the time of the summons, information that the summons has been issued shall be announced in Dagens Industri. Notice of Annual General Meeting and other general meetings shall be issued not earlier than six weeks and no later than four weeks before the meeting and regarding an extraordinary general meeting that will not deal with the question of amendment of the Articles of Association at the earliest six weeks and at least two weeks.
11 External attendance at general meetings
Anyone who is not entered in the share register shall, on the terms determined by the board and in accordance with the procedure specified in Ch. 7 Section 6, second paragraph, have the right to attend a General Meeting.
12 Collection of proxies and postal voting
The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005: 551).
Prior to a General Meeting, the Board may decide that the shareholders shall be able to exercise their voting rights by post in accordance with what is stated in Chapter 7. Section 4a of the Swedish Companies Act (2005: 551).
13 Annual general meeting
The Annual General Meeting is held annually within six months after the end of the financial year. The following matters shall be adressed at the annual general meeting.
- Election of Chairman of the Meeting
- Preparation and approval of the voting register
- Election of one or two persons to attest the minutes
- Determination of whether the meeting was duly convened
- Approval of the agenda
- Presentation of the annual report and any auditor's report, as well as, where applicable, the consolidated accounts and any consolidated auditor's report.
- Resolutions regarding
- Approval of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
- Provisions regarding the company's profit or loss according to the approved balance sheet
- Discharge of liability for board members and the CEO when such occurs
- Determination of fees for the board and in some cases the auditors
- Election of the Board of directors and, where applicable, election of auditors and any deputies
- Any other business incumbent on the meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.
Shareholders can attend the meeting by telephone or via video conference. Before a general meeting, the board may decide that the shareholders shall be able to vote by post before the meeting. If the Board so decides, postal voting shall be possible by e-mail.
14 Financial year
The company’s financial year shall comprise the period commencing January 1 up to and including December 31.
Adopted by the annual General Meeting on May 19, 2022.
BRICKNODE HOLDING AB