Articles of association
Adopted at the extraordinary general meeting on 26 March 2018
§1 The name of the company is TargetEveryOne AB (publ).
§2 The registered office of the board of directors shall be in the municipality of Stockholm.
§3 The object of the company's business is to develop, market and sell mobile and internet applications, own and manage shares in subsidiaries and associated companies, own securities as well as to carry out other activities compatible therewith.
§4 The share capital of the company shall be not less than SEK 60,000,000 and not more than SEK 240,000,000. The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
§5 The board of directors shall consist of 3-10 board members with not more than 5 deputy board members. The company shall have 1-2 auditors and not more than 2 deputy auditors or a registered accounting firm.
§6 For the review of the company's annual report and accounts and the board of directors and the CEO's administration not more than two auditors with no more than two deputy auditors shall be appointed.
§7 Notice to convene general meetings shall be announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and be kept available on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
Notice to convene an annual general meeting and an extraordinary general meeting where the amendment of the articles of association shall be resolved upon shall be issued not earlier than six and not later than four weeks before the meeting. Notice to convene other extraordinary general meetings shall be issued not earlier than six and not later than two weeks before the meeting.
§8 At the annual general meeting, the following matters shall be addressed:
- Appointment of chairman of the general meeting,
- Preparation and approval of the voting register,
- Appointment of one or two persons to approve the minutes,
- Resolution whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report and, if applicable, the consolidated annual report and the consolidated auditor's report.
- Resolutions regarding:
Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet,
b. Allocation of the company's profit or loss according the adopted balance sheet,
c. Discharge from liability for the members of the board of directors and the CEO.
- Resolution regarding remuneration to the board of directors and for the auditors,
- Appointment of members of the board of directors and, where applicable, auditor and deputy auditors,
- Other matters to be dealt with at the general meeting pursuant to the Swedish Companies Act (2005:551) or the articles of association.
§9 Notification in advance to general meetings. In order to participate in a general meeting, shareholders must notify the company no later than the date specified in the notice convening the meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not earlier than the fifth day before the meeting.
A shareholder attending a general meeting may be accompanied by an assistant only if the shareholder has given the Company notice of his or hers intentions to bring an assistant in accordance with the section above.
§10 The Company's fiscal year shall be the calendar year.
§11 The Company's shares shall be registered with a central security depository register, pursuant to the Swedish Financial Instruments Accounts act (SFS 1998:1479).