Articles of Association of Zengun Group AB (publ)

N.B. The English text is an unofficial translation.

Articles of Association of Zengun Group AB (publ)

Reg. no. 559177-5282

§ 1 Name of company

The name of the company is Zengun Group AB (publ). The company is a public company (publ).

§ 2 Registered office of the company

The registered office of the company is situated in Stockholm.

§ 3 Objects of the company

The company shall own and manage fixed and movable property and activities compatible therewith.

§ 4 Share capital and number of shares

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 500 and not more than 2,000.

§ 5 Board of directors

The board of directors shall comprise 3–10 members and not more than 10 alternate members. Where the board comprises 1–2 members, at least 1 alternate member must be appointed.

§ 6 Auditors

The company shall have 1–2 auditors and not more than 2 alternate auditors or a registered accounting firm.

§ 7 Notice to attend general meetings

Notice convening a General Meeting shall be issued through announcement in Post- och Inrikes Tidningar as well as at the Company’s website. Announcement to the effect that notice convening a General Meeting has been issued shall be made in Dagens Industri.

Notice to a General Meeting and an Extraordinary Meeting where decions regarding changes to the Articles of Association will be made shall be issued no earlier than six and no later than four weeks before the Meeting. Notice to other Extraordinary Meeting shall be issued no earlier than six and no later than two weeks prior to the Meeting.

§ 8 Opening of the meeting

The chairman of the board of directors or a person appointed by the board of directors for this purpose opens the general meeting and presides over the proceedings until a chairman of the meeting is elected.

§ 9 Annual general meeting

The annual general meeting is held each year within six months of the end of the financial year.

The following matters shall be addressed at the annual general meeting.

1. Election of a chairman of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the agenda;
4. Election of one or two persons to attest the minutes, where applicable;
5. Determination of whether the meeting was duly convened;
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group;
7. Resolutions regarding
   a) adoption of the income statement and balance sheet and, where applicable, the consolidate income statement and consolidated balance sheet;
   b) allocation of the company’s profit or loss according to the adopted balance sheet;
   c) discharge from liability for board members and the managing director, where applicable;
8. Determination of fees for the board of directors and the auditors;
9. Election of the board of directors and accounting firm or auditors;
10. Any other business incumbent on the meeting according to the Companies Act or the articles of association.

§ 10 Financial year

The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.