Adopted at the Annual General Meeting on 25 June 2020
Articles of Association for ACROUD AB Reg. no. 556693-7255
§ 1. Business name
The Company’s business name is ACROUD AB. The Company is a public limited company (publ).
§2. Registered office
The Company’s registered office is in Stockholm.
§3. Business activities
The Company shall, directly or indirectly, conduct operations in the online lead generation and conduct compatible operations.
§ 4. Share capital and number of shares
The share capital shall be not less than EUR 1.800.000 and not more than EUR 7.200.000. The minimum number of shares shall be 57.525.000 and the maximum 230.100.000.
§ 5. Reporting currency
The company shall have its accounts in euros
§ 6. Board of Directors
The Board of Directors shall consist of 3-10 members, with a maximum of 10 deputy members. Board members are elected annually at the Annual General Meeting for the period up to the next Annual General Meeting.
§ 7. Auditor
The Company shall have one or two auditors, with a maximum of two deputies, or one or two registered accounting firmss.
§ 8. Notice of General Meeting
Notice of a General Meeting of shareholders shall be given by announcement in the Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by publication on the Company’s website. As soon as the notice of the meeting has been published on the Company’s website, information to this effect shall be announced through advertisement in the national daily newspaper Svenska Dagbladet.
Notice of an Annual General Meeting or an Extraordinary General Meeting that will consider amendment of the Articles of Association shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than two weeks before the meetingg.
§ 9. Annual General Meeting
An Annual General Meeting shall take place every year within six months of the Company’s financial year-end. Mandatory items on the agenda are as follows:
- Election of a chairperson of the meeting
- Preparation and approval of the vote register
- Adoption of the proposed agenda
- Election of one or more persons to check the minutes
- Consideration of whether the meeting has been duly convened
- Presentation of the annual accounts and audit report, and, if relevant, the consolidated annual accounts and audit report
- Decisions on
- adoption of the income statement and balance sheet, and, if relevant, the consolidated income statement and balance sheet;
- distribution of the Company’s profit or loss according to the approved balance sheet; and
- discharge of liability of the Board members and the CEO;
- Determination of board and auditors’ fees
- Election of board members and any deputies, and auditors and any deputy auditors
Any other matter that has come before the AGM pursuant to the Swedish Companies Act or the articles of association.
§ 10. Finacial year
The Company’s financial year shall be 1 January to 31 December.
§ 11. Notification of attendance
To be entitled to participate in the AGM, shareholders must notify the Company, with details of the number of advisors, by no later than 16.00 p.m. on the date indicated in the notice of the meeting. This day may not be a Sunday, a public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth business day before the meeting. Proxies do not need to specify the number of advisors. The maximum number of advisors is two.
§ 12. Record date provision
The Company’s shares shall be registered in a central securities depository in accordance with the Financial Instruments (Accounts) Act (1998:1479).