Articles of Incorporation

Articles of Incorporation

Corporate ID No. 556587-8708

§ 1
The name of the company shall be Ework Group AB (publ).

§ 2
The objectives of the company shall be to engage in brokering of assignments and employment, mainly project work over the internet between employee and employer or alternatively buyer, as well as, in other similar activities.

§ 3
The registered office of the company shall be located in Stockholm.

§ 4
The share capital shall be not less than SEK onemillionfiftyeightthousandtwohundred (1,058,200) and not exceed SEK fourmilliontwohundredthirtytwothousandeighthundred (4,232,800).

§ 5
The number of shares shall be not less than fifteenmillion (15,000,000) and not exceed sixtymillion (60,000,000).

§ 6
The Board of Directors shall consist of not less than three (3) and not exceed eight (8) directors. The directors and the deputies shall be elected annually at the annual general shareholders´ meeting for the period through the end of the following annual general shareholders meeting.

§ 7
For the review of the company’s annual accounts and the bookkeeping, as well as of the Board of Directors’ management, there shall be elected one (1) auditor with a maximum of one (1) deputy auditor. Alternatively, an authorized auditing company may be appointed.

§ 8
Notice of a general meeting shall be given through an announcement in Post- och Inrikes Tidningar and on the company website. Simultaneously, through advertisements in the Swedish newspaper Svenska Dagbladet, information shall be provided that notice have been made Notice of the annual general meeting and of extraordinary general meetings intended to address amendments to the articles of association shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued not earlier than six weeks and not later than three weeks prior to the meeting.

§ 9
To be entitled to participate in a general meeting, shareholders shall, firstly, be registered in the transcript or other list reflecting the entire share register regarding the shareholdings five workdays prior to the meeting and, secondly, notify the Company of their intention to attend the meeting not later than 4 p.m. on the day stipulated in the notice convening the general meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the five workdays before the meeting.

Shareholders may be accompanied at the meeting by a maximum of two assistants, on condition that the shareholder notifies the Company of the number of assistants in the manner stated in the preceding paragraph.

§ 10
At the annual shareholders´ meeting the following matters shall be handled:

  1. Election of chairman of the meeting.
  2. Listing and approval of a voting list.
  3. Election of one or two persons to verify the minutes.
  4. Question of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual accounts and the auditor’s report and, if applicable, consolidated annual accounts and consolidated auditor’s report.
  7. Resolutions
    1. approval of the profit and loss state-ment and the balance sheet and, if applicable, the consolidated profit and loss statement and the consoli-dated balance sheet
    2. dispositions in respect of the company’s profit or loss according to the approved balance sheet
    3. discharge from liability of the Board of Directors and the Managing Director
  8. Approval of fees to board directors and auditors.
  9. Election of the board directors and, where applicable, auditors or authorized auditing company.
  10. Any other matter subject to decision at the meeting under the Companies Act (2005:551) or under the Articles of Association.

§ 11
The financial year of the company shall be the calendar year.

§ 12
The Company´s shares shall be registered in a central securities depositary register pursuant to the Financial Instruments Accounts Act (Sw: lagen (1998:1479) om kontoföring av finansiella instrument).