Articles of Association

Speqta AB (plc) Corporate identity no 556710-8757

Adopted at the annual general meeting on 25 May, 2022

§1 Company name
The company name is Speqta AB (plc). 

§2 Registered office
The board of directors shall have its registered office in Stockholm county and Stockholm municipality. 

§3 Object of the company
The company shall create, develop and manage various websites and thereby comparable business. The company shall also own and develop other companies. In addition, the company may operate as an investment and financing company, as well as group company, and be responsible for organization of business as well as financing, marketing and other joint assignments in companies that is wholly or partially own by the company as well as in other companies. The company may also offer consulting services in the Internet area. The company may conduct business in both Sweden and abroad. 

§4 Share capital
The share capital shall be not less than SEK 32,500,000 and not more than SEK 130,000,000. 

§5 Number of shares
The number of shares shall be not less than 6,500,000 and not more than 26,000,000. 

§6 Central Securities Depository Clause
The shares of the company shall be registered in a Central Securities Depositary Register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479). 

§7 Board of directors
The board of directors shall consist of not less than three and not more than eight board members with no more than three deputy members. The board members and deputy members are elected yearly at the annual general meeting for the period until the end of the next annual general meeting. 

§8 Auditors
For auditing of the company’s annual report, the accounting records and the administration of the board of directors, one or two auditors are appointed, with or without deputy auditors or audit firm. 

§9 Notice
Notice of general meeting shall be made by an announcement in The Official Swedish Gazette and on the company’s website. Announcement that the notice has been issued shall be made in Dagens Nyheter or Dagens Industri.  

To be entitled to participate at the general meeting, shareholders must notify its participation to the company no later than on the day specified in the notice. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth working day prior to the general meeting.

§10 General meeting
The annual general meeting is held yearly within six (6) months after the end of each financial year. General meetings shall be held in Stockholm. 

The following items shall be addressed at the annual general meeting:

  1. Election of chairman of the general meeting.
  2. Preparation and approval of voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination of whether the general meeting has been duly convened.
  5. Approval of the proposed agenda.
  6. Presentation of the annual report and the audit report and, if applicable, the consolidated annual report and consolidated audit report.
  7. Resolutions regarding:
    a) adoption of the income statement and balance sheet and, if applicable, the group income statement and group balance sheet,
    b) disposition of the company’s profit or loss according to the adopted balance sheet, and
    c) discharge from liability for the board of directors and the chief executive officer. 
  8. Determination of the number of board of directors and, if applicable, deputy members, auditors and deputy auditors who shall be elected at the general meeting.
  9. Determination of remuneration for the board of directors and auditors.
  10. Election of board of directors and deputy members and, if applicable, election of auditors and deputy auditors or auditor firm.
  11. Other matters that are to be addressed at the annual general meeting pursuant to the Swedish Companies Act (2005:551) or the articles of association.

§11 Financial year
The Company’s financial year shall be 1 January to 31 December.