ARTICLES OF ASSOCIATION
§1. Company name
The name of the company is DIBS Payment Services AB (publ).
§2. Registered Office
The registered office of the Board of Directors shall be in the municipality of Stockholm, in the county of Stockholm.
§3. Business of the company
The company shall develop, market and provide payment solutions for commerce as well as other activities related thereto.
§4. Limitations of the Share Capital
The minimum share capital shall be SEK 1,000,000 and the maximum share capital shall be SEK 4,000,000.
§5. Number of shares
The number of shares shall be not less than 4,000,000 and not more than 16,000,000.
§6. Board of Directors
The Board of Directors shall consist of not less than three Directors and not more than eight Directors with not more than eight deputy Directors.
§7. Audit
For auditing of the company’s annual report, the accounting records and the Board of Director’s and the Managing Director’s management, not less than one and not more than two Auditors with not more than two deputy Auditors or not less than one and not more than two authorized accounting firms shall be elected.
§8. Notice convening a General Meeting
Notice convening a General Meeting shall be made by announcement in Post- och Inrikes Tidningar and in Svenska Dagbladet.
Notice convening an Annual General Meeting and Extraordinary General Meeting at which a proposal to amend the Articles of Association is to be considered shall be made not earlier than six and not later than four weeks before the Meeting.
Notice convening any other Extraordinary General Meeting shall be made not earlier than six and not later than two weeks before the Meeting.
§9. Notification of participation in a General Meeting
To be able to participate in a General Meeting, a shareholder shall be listed in a transcription of the Share Register not later than five working days before the Meeting and give the company notice of his intention to attend not later than 12.00-noon on the day mentioned in the notice convening the Meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and may not be earlier than the fifth working day before the Meeting.
A shareholder attending a General Meeting may be accompanied by an adviser only if the shareholder has given the company notice of his intention to bring an adviser in accordance with the section above.
§10. Annual General Meeting
The Annual General Meeting shall be held within six months after the end of the fiscal year.
The Annual General Meeting shall deal with the following matters:
a) Election of a Chairman of the Meeting.
b) Drawing up and approval of the voting list.
c) Approval of the agenda of the Meeting.
d) Resolution on whether the Meeting has been duly convened.
e) Election of a person to approve the minutes.
f) Presentation of the annual report and the auditor’s report, and when applicable, the group’s annual report and the auditor’s group report.
g) Resolutions in respect to
(i) adoption of the profit and loss account and the balance sheet, and when applicable, the consolidated profit and loss account and the consolidated balance sheet of the group,
(ii) appropriation of the company’s profit or loss according to the adopted balance sheet, and
(iii) discharge of liability for the Board of Directors and the Managing Director.
(h) Determination of fees to the Board of Directors and the Auditor.
(i) Election of Directors, and when applicable, an authorized accounting firm or Auditors, and when applicable, deputy Auditors.
(j) Any other matter to be referred to the Meeting in accordance with the Companies Act or the Articles of Association.
§11. Fiscal year
The fiscal year of the company shall be the calendar year.
§12. Record day provision
The company’s shares shall be registered in a Central Securities Depository Register pursuant to the Financial Instruments Accounts Act (1998:1479).
The Articles of Association has been adopted on Annual General Meeting on May 11, 2007.
