Articles of Incorporation
Corporate ID No. 556587-8708
The name of the company shall be Ework Group AB (publ).
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.
The registered office of the company shall be located in Stockholm.
The share capital shall be not less than SEK onemillionfiftyeightthousandtwohundred (1,058,200) and not exceed SEK fourmilliontwohundredthirtytwothousandeighthundred (4,232,800).
The number of shares shall be not less than fifteenmillion (15,000,000) and not exceed sixtymillion (60,000,000).
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.
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.
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.
In order to participate in the Annual General Meeting, shareholders must notify the company of this no later than the day specified in the notice convening the Annual 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.
At the Annual General meeting the following matters shall be handled:
- Election of chairman of the meeting.
- Listing and approval of a voting list.
- Election of one or two persons to verify the minutes.
- Question of whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual accounts and the auditor’s report and, if applicable, consolidated annual accounts and consolidated auditor’s report.
- approval of the profit and loss statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet
- dispositions in respect of the company’s profit or loss according to the approved balance sheet
- discharge from liability of the Board of Directors and the Managing Director
- Approval of fees to board directors and auditors.
- Election of the board directors and, where applicable, auditors or authorized auditing company.
- Any other matter subject to decision at the meeting under the Companies Act (2005:551) or under the Articles of Association.
The financial year of the company shall be the calendar year.
The shareholder or nominee who on the record date is entered in the share register and recorded in a record register in accordance with ch 4. Act (1998:1479) on central securities depositories and accounting of financial instruments or those that are recorded in a reconciliation account in accordance with ch 4. § 18 first paragraph 6-8 mentioned law shall be assumed to be authorised to exercise the rights that follow from ch 4. Section 39 of the Swedish Companies Act (2005:551).
The Board may collect proxies in accordance with the procedure specified in Chapter 7. 4 § 2 paragraph of the Swedish Companies Act (2005: 551). Prior to the Annual General Meeting, the Board may decide that the shareholders shall be able to exercise their voting rights by post before the Annual General Meeting in accordance with what is stated in Chapter 7. Section 4 a of the Swedish Companies Act (2005: 551). If the Board so decides, postal voting shall be possible by electronic means.