Articles of Association

N.B. The English text is an in-house translation.

Articles of Association for Boozt AB (publ) (org nr / Reg. No. 556793-5183). Adopted at the extraordinary shareholders’ meeting on 10 May 2017.

 1 § Name

The company’s name is Boozt AB. The company is a public limited liability company (publ).

2 § Registered office

The company’s registered office shall be situated in Malmö, Sweden.

3 § Object of the company’s business

The object of the company’s business is to, directly or indirectly, sell and provide mail-order solutions to companies within the fashion industry and any other activities compatible therewith.

4 § Share capital and shares

The share capital shall be not less than SEK 3,300,000 and not more than SEK 13,200,000. The number of shares shall be not less than 20,000,000 and not more than 80,000,000.

5 § Euroclear company

The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

6 § Board of directors

The board of directors, to the extent elected by the general meeting, shall consist of not less than three and not more than ten with no deputy members.

7 § Auditor

The company shall have not less than one and not more than two auditors and not more than two deputy auditors. As auditor and, when applicable, deputy auditor, an authorised public accountant or a registered public accounting firm shall be elected.

8 § Notice of general meeting

Notice of general meetings shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

9 § Participation in general meetings

Shareholders who wish to participate in a general meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date 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 fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the general meeting, the number of proxies must be stated in the notice of participation.

10 § Place for general meetings

General meetings shall be held in Malmö or Stockholm.

11 § Business at general meetings

The following business shall be addressed at annual general meetings:

  • Election of a chairman of the meeting;
  • Preparation and approval of the voting list;
  • Approval of the agenda;
  • Election of one or two persons who shall approve the minutes of the meeting;
  • Determination of whether the meeting was duly convened;
  • Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  • Resolutions regarding:
    • adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
    • allocation of the company’s profits or losses in accordance with the adopted balance sheet;
    • discharge of the members of the board of directors and the managing director from liability;
  • Determination of the number of members and deputy members of the board of directors to be elected by the general meeting and, where applicable, the number of auditors and deputy auditors;
  • Determination of fees for members of the board of directors and auditors;
  • Election of the members of the board of directors
  • Election of auditors and, where applicable, deputy auditors;
  • Other matters, which should be resolved by the general meeting according to the Swedish Companies Act or the company’s articles of association.

12 § Financial year

The company’s financial year shall be January 1 – December 31.

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