Articles Of Association

 

The registered name of the Company is Getupdated Internet Marketing AB (publ).

 

The registered office for the Board of Directors is in Stockholm city, Sweden.

 

The purpose of the Company’s operations is to offer consulting services, marketing services and hosting of servers as well as other related operations.

 

The Company’s share capital shall amount to at least 20 000 000 (twenty million) Swedish crowns and not more than 80 000 000 (eighty million) Swedish crowns.

 

The Board of Directors shall comprise four to eight members.
The company shall appoint one registered auditing company or one or two auditors, with or without deputies, to audit the company’s Annual Report, its accounts, and the administration exercised by the Board of Directors and the CEO.

 

Notification of an annual general meeting must be published in the Swedish Post and Domestic Times newspaper (Post- och Inrikes Tidningar) as well as on the company’s website. The company must then also announce in Svenska Dagbladet newspaper that it has called an annual general meeting.

 

Shareholders who wish to participate in the annual general meeting must notify the company at the latest by the date specified in the notice convening the meeting. This day may not be a Sunday or other general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth working day before the meeting. The annual general meeting shall be held in Stockholm. Shareholders must also notify the company of the number of proxies in the way specified in the previous paragraph. 

 

The following items of business shall be addressed at the Annual General Meeting:

1. Opening of the meeting

2. Election of a chairman for the meeting

3. Preparation and approval of the register of voters

4. Approval of the agenda

5. Election of one or two members to check the minutes

6. Consideration of whether the meeting has been properly convened

7. Presentation of the Annual Report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report

8. Resolution

a. on the adoption of the profit and loss statement and balance sheet and the consolidated profit and loss statement and consolidated balance sheet

b. on arrangements concerning the company’s profits or losses as shown in the balance sheet adopted by the Meeting

c. on the discharge from liability of members of the Board and the CEO

9. Determination of remuneration for the Board and, where appropriate, auditor’s fees

10. Election of Board members and, where appropriate, auditing company or auditor(s) and any deputies

11. Any other business arising at the Meeting under the Swedish Companies Act or the company’s Articles of Association

 

The Company’s fiscal year shall be the calendar year.

 

Shareholders or trustees who, on the record date, are entered in the shareholders’ register and noted in a control register in accordance with chapter 4 of the Swedish Financial Instruments Act (1998:1479) or those listed in the control account, in accordance with Chapter 4, Section 18, paragraph 1, and lines 6 to 8 of the aforementioned Act shall be deemed to be eligible to exercise the rights detailed in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

 

These Articles of Association were adopted at the Annual General Meeting on 12th May 2011.