Articles of Association for
LBI International AB (reg. no. 556528-6886)
adopted at the extraordinary general meeting on July 13, 2006
Name
The company name is LBI International AB. The company is public.
Domicile
The company's board of directors shall have its domicile in the municipality of Stockholm.
Objects
The company shall engage in business within the field of information technology, especially through developing and offering of interactive services, tele- and data communication, as well as computer hardware and software to enterprises and the public. Further, the company shall engage in consulting business, and especially management consulting business, within these areas. The company shall also engage in publication of books and periodicals and educational courses in connection with the abovementioned areas as well as portfolio management. The company shall also engage in other business activities compatible with the above.
Share capital
The share capital shall be at least SEK 60,000,000 and SEK 240,000,000 at the most.
Number of shares
The number of shares shall be at least 24,000,000 and at the most 96,000,000.
Board of directors and auditors
The board of directors shall consist of 3-10 directors with 0-10 deputy directors and shall be elected at the annual general meeting of shareholders for a term of office expiring at the end of the next annual general meeting of shareholders.
The company shall have not less than one and not more than two auditors with or without deputy auditors, whose term of office expires at the end of the annual general meeting of shareholders that is held during the fourth financial year after the election.
Convening of a general meeting of shareholders
Notice convening a general meeting of shareholders and other communication to the shareholders shall be made by means of announcement in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet.
Notice convening an annual general meeting of shareholders, or an extraordinary meeting of shareholders where a change in the Articles of Association will be dealt with, shall appear not earlier than six weeks or later than four weeks before the meeting. Notice convening any other extraordinary general meeting of shareholders, shall appear not earlier than six weeks or later than two weeks before the meeting.
The right to participate at a general meeting of shareholders is due for those who are both recorded as shareholders in such transcript of the share register referred to in section 7(28) of the Swedish Companies Act (2005:551), and has given notice to the day mentioned in the notice convening the meeting, before 4 p.m. This day must not be a Saturday, Sunday, other public holiday, Midsummer Eve, Christmas Eve or New Year's Eve, nor fall earlier than the fifth working day prior to the meeting. Assistants to a shareholder may accompany a shareholder to a general meeting of shareholders provided that the shareholder has given notice of the number of assistants in the abovementioned way.
General meeting of shareholders
The annual meeting of shareholders shall be held not later than six months after the expiry of each financial year.
General meetings of shareholders shall be held in Stockholm, Gothenburg, Malmö or Lund.
The chairman of the board of directors, or another person appointed by the board, shall open a general meeting of shareholders and preside until a chairman of the meeting has been elected.
The following matters shall be dealt with at the annual general meeting of shareholders:
1. Election of chairman of the meeting.
2. Preparation and approval of the list of shareholders entitled to vote at the meeting.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and the auditors’ report, and when appropriate the consolidated financial statements and the auditors’ report on the consolidated financial statement.
7. Resolutions
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to adopt the income statement and the balance sheet and, when appropriate, the consolidated income statement and the consolidated balance sheet.
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to appropriate earnings or loss in accordance with the adopted balance sheet.
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to discharge the members of the board of directors and when appropriate the managing director, from liability.
8. Statement from the nomination committee
9. Election of board members, possible deputy board members, chairman of the board and, when appropriate, auditors with possible deputy auditors.
10. Determination of principles for remuneration to and other conditions of employment for the management.
11. Determination of remuneration for the board of directors and when appropriate for the auditors.
12. Appointment of the nominating committee.
13. Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the Articles of Association.
On a general meeting of shareholders everyone entitled to vote may vote for the entirety of the shares that he owns and represents, without limitation.
Financial year
The financial year of the company shall be January 1 – December 31.
Reconciliation record
The shares of the company shall be registered in a reconciliation record (Sw: avstämningsregister) in accordance with the Swedish Act (1998:1479) regarding Account Management of Securities (Sw: lagen (1998:1479) om kontoföring av finansiella instrument).
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