§ 1 Company name
The name of the company is 4C Group AB. The company is a public company (publ).
§ 2 Registered office of the company
The Board of Directors shall have its registered office in the munici-pality of Stockholm.
§ 3 Objects of the company
The company’s activities include developing and selling software applications, consultancy, analysis, training and conferences to strengthen the business and organisational development of companies, authorities and organisations, and to actively own, manage and develop companies and activities compatible therewith.
§ 4 Share capital
The share capital shall not be less than SEK 542,500 and not more than SEK 2,170,000.
§ 5 Number of shares
The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
§ 6 Board of Directors
The Board of Directors shall comprise of a minimum of 3 and a maximum of 9 directors. The Board of Directors is elected at the annual general meeting for the period until the end of the next annual general meeting.
§ 7 Auditors
A minimum of one and a maximum of two auditors shall be appointed for the review of the company’s annual report as well as the management pursued by the Board of Directors and the managing director.
§ 8 Notice
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice 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 the daily national paper Dagens Industri. Notice of the annual general meeting and notice of the extra general meeting at which a question of amendment of the articles of association will be discussed shall be issued not earlier than six weeks and not later than four weeks before the meeting. Notice of any other extra general meeting shall be given not earlier than six weeks and not later than two weeks before the meeting.
§ 9 Participation in a general meeting
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register as of the day set out in the Swedish Companies Act, and notify the company of her/his, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
§ 10 Collection of proxies and postal voting
The Board of Directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551). The Board of Directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.
§ 11 Annual general meeting
The following matters shall be addressed at the annual general meeting.
1) Election of a chairperson of the meeting;
2) Preparation and approval of the voting register;
3) Election of one or two persons to attest the minutes;
4) Determination of whether the meeting was duly convened;
5) Approval of the agenda;
6) Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements for the group;
7) Resolutions regarding:
a) Adoption of the profit and loss statement and balance sheet and, if applicable, the consolidated profit and loss statement and consolidated balance statement;
b) Disposition of the company’s profit or loss as set forth in the adopted statement of cash flows and, if applicable, the adopted consolidated cash flow statement;
c) Discharge from liability of the Board Members and the Managing Director, if any.
8) Determination of fees for the Board of Directors and the auditors;
9) Election of: a. Board of Directors b. audit firm or auditor and, where applicable, deputy directors;
10) Any other business incumbent on the meeting according to the Companies Act or the articles of association.
§ 12 Financial year
The company’s financial year shall be 1 January – 31 December.
§ 13 Central securities depository registration
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
