§ 1 NAME
The name of the Company is Aspiro AB (publ).
§ 2 DOMICILE
The domicile of the Board is located in the municipality of Malmö, in the county of Skåne.
§ 3 BUSINESS
The company shall engage in developing, marketing and running mobile communications- and informationsystems on the Internet and other activities related.
§ 4 SHARE CAPITAL
The share capital shall be not less than SEK 190,000,000.96 and not more than SEK 760,000,003.84.
§ 5 NUMBER OF SHARES
The number of shares shall amount to minimum 107,954,546 shares and maximum 431,818,184 shares.
§ 6 BOARD
The Board of Directors shall consist of between three and ten members, and no more than 10 deputy members. The Board shall be elected annually at the annual general meeting, for a term to the end of the following annual general meeting.
§ 7 AUDITORS
The annual general meeting shall elect one auditor and at the most one deputy auditor to audit the annual accounts of the Company, the accounting and the management by the Board and, should the occasion arise, the Managing Director.
§ 8
NOTICE OF GENERAL MEETING
Notice of a general meeting shall be effectuated by an announcement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s webbsite. It shall be announced in Svenska Dagbladet that notice of a general meeting has been given.
§ 9
FINANCIAL YEAR
The Company’s financial year shall be the calendar year.
§ 10 GENERAL MEETING
Annual general meeting shall be held annually in Malmö or in Stockholm within six months after the en of the financial year. Extraordinary general meeting shall be held in Malmö or in Stockholm.
A shareholder, who wishes to attend a General Meeting, must be recorded in a print-out or another presentation of the complete share register relating to facts recorded five (5) weekdays before the General Meeting and must give notice to the company not later than 4 p.m. on the date mentioned in the notice convening the General Meeting. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than on the fifth weekday before the General Meeting.
The following matters shall be on the agenda at the annual general meeting:
1 Election of a chairperson for the general meeting.
2 Preparation and adoption of a voting list.
3 Adoption of the agenda.
4 Election of one or two persons to examine and adjust the minutes.
5 Determination that the meeting was properly noticed.
6 Presentation of the annual accounts and auditor’s report, as well as the
consolidated annual accounts and auditor’s report where appropriate.
7 Decisions
a) Adoption of the income statement, balance sheet, consolidated income
statement and consolidated balance sheet.
b) Disposition of the Company’s profit or loss according to the balance
sheet adopted.
c) Discharge of the members of the Board of Directors and, where appropriate, the Managing Director.
8 Setting the Director and, when appropriate, Auditor’s fee.
9 Election of the Board of Directors and, when appropriate, auditors and possibly deputy members of the board and deputy auditors.
10 Any other matter that is the responsibility of the general meeting, pursuant
to the Companies Act (1975:1385) or the Articles of Association.
Every person entitled to vote at the general meeting shall be entitled to vote all
the shares he owns or is authorised to vote, without any restriction regarding
the number of votes.
§ 11 RECORD DATE PROVISION
The shares of the company shall be registered with Euroclear Sweden according to the Act (1998:1479) on Account Keeping of Financial Instruments.
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Adopted at the annual general meeting held on 14 May 2009