Articles of Association


§ 1 Company name

The company's company name shall be Seamless Distribution Systems AB. The company is public (publ).

§ 2 Seat

The board shall have its seat in Stockholm Municipality, Stockholm County.

§ 3 Operations

The company shall itself or through subsidiaries conduct operations with software development, consulting operations and sales in data and telecommunications and engage in activities compatible therewith.

§ 4 Share capital

The share capital shall be a minimum of SEK 890,000 and a maximum of SEK 3,560,000.

§ 5 Number of shares

The number of shares shall be a minimum of 8,900,000 and a maximum of 35,600,000.

§ 6 Board and auditors

The board shall consist of a minimum of three (3) and a maximum of eight (8) members.

The meeting shall elect one or two auditors with a maximum of two deputy auditors or a registered auditing company.

§ 7 Notice of notice
Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and by keeping the notice available on the company's website. At the same time as the notice is given, the company must, through advertising in Dagens Industri, inform that the notice has been given.

Shareholders who wish to participate in the Annual General Meeting must make a notification to the company no later than the date specified in the notice convening the meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.

Shareholders or proxies may bring a maximum of two assistants to the Annual General Meeting, however, only if shareholders report the number of assistants to the company in the manner specified in the previous paragraph.

§ 8 Collection of proxies and postal voting
The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005: 551).

Before a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.

§ 9 Matters at the Annual General
Meeting The following matters shall be dealt with at the Annual General Meeting:

  1. Election of a chairman at the meeting.
  2. Establishment and approval of the ballot paper.
  3. Election of one or two adjusters.
  4. Examination of whether the meeting has been convened in the proper order.
  5. Approval of agenda.
  6. Presentation of annual report and auditor's report and, where applicable, consolidated accounts and consolidated auditor's report.
  7. Resolution on
    a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and any consolidated balance sheet,
    b) dispositions regarding the company's profit or loss according to the approved balance sheet, and
    c) discharge of liability for the members of the Board of Directors and the CEO.
  8. Determination of fees to board members and auditors.
  9. Election of board members, the chairman of the board and of auditing companies or auditors and any deputy auditors.
  10. Other matters, which come before the meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.

§ 10 Financial year

The company's financial year shall be a calendar year.

§ 11 Reconciliation reservation

The company's shares shall be registered in a reconciliation register in accordance with the Act (1998: 1479) on central securities depositories and accounting of financial instruments.