Articles of Association
NB. The English text is an in-house translation. In case of any discrepancy between the English version and the Swedish version, the Swedish version in the attached PDF shall prevail.
Divio Technologies AB (publ)
Reg no 559077-0730
Articles of assocation
Adopted at the general meeting held on 16 May 2019.
§ 1 The company's name is Divio Technologies AB (publ).
§ 2 The Board of Directors' registered office shall be situated in Stockholm, Sweden.
§ 3 The company's business is to, directly or through wholly or partly owned subsidiaries, provide infrastructure services for IT applications, web applications and associated services as education, consulting services and support services, as well as related activities.
§ 4 The share capital shall be no less than 2,500,000 SEK and no more than 10,000,000 SEK.
The number of shares shall be no less than 25,000,000 and no more than 100,000,000.
The shares may be issued in two series, series A shares with ten votes per share and series B shares with one vote per share. Shares of both series may each be issued to an amount equivalent to the entire share capital.
All shares carries equal rights to the company’s profit.
§ 5 If the company decides to issue new series A and series B shares, either through a cash issue or an issue by set-off, each shareholder of series A shares and series B shares shall have preferential right to subscribe for new shares of the same series in relation to the number of shares held by the shareholder prior to the new issue (primary preferential right). Shares that are not subscribed for with primary preferential rights shall be offered for subscription by all shareholders (secondary preferential right). If the number of shares thus offered is not sufficient for the subscription made with secondary preferential rights, the shares shall be allocated among the subscribers in relation to the total number of shares (series A and series B) owned prior to the new issue, and to the extent this cannot be effected, the shares shall be allocated by way of drawing lots.
If the company decides to issue new shares of series B only, either through a cash issue or an issue by set-off, all shareholders shall have a preferential right to subscribe for new shares in relation to the total number of shares (series A and series B) owned prior to the new issue regardless if their shares are series A or series B shares. Cash issue or an issue by set-off of series A shares only shall not take place.
If the company decides to issue subscription warrants or convertibles, through a cash issue or an issue by set-off, the shareholders shall have a preferential right to subscribe for the subscription warrants, as if the issue had been of the shares that may be subscribed for under the warrants, or a preferential right to subscribe for convertibles as if the issue had been of the shares that the convertibles may be converted to, respectively.
The aforesaid shall not in any way be interpreted as a restriction of the possibility to decide on a new cash issue or issue by set-off with deviation from the preferential rights of the shareholders.
In case the share capital is increased through a bonus issue, new shares of series A and B shall be issued so that relation between these series of shares remains the same. Old shares of a certain series shall thereby entitle the holder to new shares of the same series.
The aforesaid shall not in any way be interpreted as a restriction of the possibility to issue shares of a new series of shares through a bonus issue after a required change of the articles of association.
Series A shares shall, at the request of the holder, be converted to series B shares. Conversion requests must be made in writing to the Board of Directors. The request shall state the number of shares to be converted and if the holder’s entire holding of series A shares is not to be converted, then, the request shall stipulate the number of such shares to be converted. Any conversion shall be registered without delay at the Swedish Companies Registration Office and will be considered to have been executed when it is registered in the Register of Companies and is noted in the CSD register.
§ 6 The Board of Directors shall consist of no less than three (3) and no more than eight (8) directors, without deputy directors.
§ 7 The company shall have one or two auditors, with or without deputy auditors or a registered public accounting firm.
§ 8 Notices of shareholders' meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company's website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
Notice of annual shareholders' meetings as well as of extraordinary shareholders' meetings at which matters regarding amendments to the articles of association are to be addressed, shall be issued no earlier than six weeks and no later than four weeks prior to the shareholders' meeting. Notice of other extraordinary shareholders' meetings shall be issued no earlier than six weeks and no later than two weeks prior to the shareholders' meeting.
To be able to participate in shareholders' meetings the shareholder shall notify the Board of Directors of the company regarding participation at latest the day which is specified in the notice. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
§ 9 The calendar year shall be the company’s financial year.
§ 10 The company’s shares shall be registered in a securities register according to the Swedish Financial Instruments Accounts Act (1998:1479).