Articles of Association
* Decision on new Articles of Association has been taken on May 13th and is submitted but not registered with the Swedish Companies Registration Office.
myTaste AB (publ) Corporate identity no 556710-8757
Adopted June 15, 2016
§1 Registered name
The Company name is myTaste AB (publ).
§2 Registered Office of the Board of Directors
The Registered Office of the Board of Directors of the Company is in Stockholm.
§3 The objects of the Company
The company shall create, develop and manage various websites and activities consistent therewith. The Company shall also own and develop other companies. In addition, the company may act as investment and financing Company, as well the Group company, and be responsible for the organization of business activities as well as financing, marketing and other joint assignments in companies that it owns wholly or partly as well as in other companies. The Company can also offer consulting services in the field of Internet. The Company may do business in both Sweden and abroad.
§4 Share capital
The share capital shall amount to not less than SEK 5 280 000 and not more than
SEK 21 120 000.
§5 Number of shares
The number of shares shall be a minimum of 10 560 000 and a maximum of 42 240 000.
§6 Record day provision
Anyone who on the record day is registered in the transcript of the entire share register
or in a register according to ABL Chapter 3, Section 12, on a fixed record date, shall be deemed to be entitled to receive dividend and, in a bonus issue, shares granted to shareholders and exercising the shareholders preferential rights to participate in the issue.
§7 Board of Directors
The Board of Directors shall consist of no fewer than three and no more than eight Directors with no more than three Deputy Directors. The members and deputies are elected annually at the annual general meeting for the period until the end of the next annual general meeting.
To audit the Company's annual report, the accounts and the Board's management, one or two auditors are appointed, with or without deputy auditors or audit firms.
§9 Notice of a General Meeting
Notice of a General Meeting of Shareholders shall be made in the form of an announcement in Post och Inrikes Tidningar and on the Company’s website. Announcement to the effect that notice convening a General Meeting has been issued shall be made in Dagens Nyheter or Dagens Industri. Other announcements to the shareholders must be either announced in the manner specified in the preceding paragraph or sent to the shareholders by mail to their address recorded in the share register
To be entitled to participate in the General Meeting, shareholders must be registered as shareholders in documents or other representation of the entire share register pertaining to the conditions prevailing five business days prior to the meeting and notify its participation to the company no later than 12:00 on the date specified in the notice.
The latter day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays before the General Meeting.
§10 General Meeting
The Annual General Meeting is held annually within six (6) months after the end of each fiscal year.
The meeting shall be held in Stockholm.
The following items shall be addressed at the Annual General Meeting:
- Election of a Chairman at the General Meeting;
- Preparation and approval of voting list.
- Election of one or two minute checkers.
- Examination whether the Meeting has been properly convened.
- Resolution on approval of the agenda.
- Presentation of the annual financial statements and auditor's report, as well as the consolidated financial statements and consolidated auditor's report.
- Resolutions on:
- adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet
- appropriation of the company’s profit or loss according to the adopted balance sheet and
- discharge from liability of the Board of Directors and the CEO.
- Determination of the number of members and alternate members of the Board and, where applicable, the number of auditors and alternate auditors, to be elected at the General Meeting.
- Election of members and alternate members of the Board and wherever appropriate, election of auditors and alternate auditors
- Other business to be addressed by the General Meeting in accordance with the Swedish Companies Act (2008:551) or the Articles of Association
§11 Fiscal year
The financial year of the Company shall be the calendar year