Articles of association
Set forth below is an English language translation of the articles of association of the Company which is expected to be adopted at the extraordinary general meeting held on or around 15 September 2021. The General Meeting’s resolution to adopt the Articles of Association is conditional on completion of the Offering. The articles of association are expected to be registered with the on or around 17 September 2021.
Articles of Association for Kjell Group AB, corporate identity number 559115-8448
§1 Name of the company
The name of the company is Kjell 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 Malmö, Skåne län.
§3 Objects of the company
The object of the company’s business is to, administer shares in subsidiaries and shall directly or indirectly carry on trade with consumer electronics accessories, primarily data, cellular, audio, video, TV/satellite and phone accessories and to conduct any business compatible therewith.
§4 Share capital
The company’s share capital shall be not less than SEK 514,805.50 and not more than SEK 2,059,222.
§5 Number of shares
The company shall have not less than 31,151,514 shares and not more than 124,606,056 shares.
§6 Financial year
The company’s financial year shall be calendar year.
§7 Board of directors and auditor
The board of directors shall consist of 3-10 with a maximum of 5 deputy directors.
The company shall have 1-2 auditors and no more than 2 deputy auditors or a registered public accounting firm.
§8 Place of and notice of shareholders’ meetings
Shareholders’ meetings shall be held in Malmö or Stockholm as decided by the board of directors.
Notice of shareholders’ meetings shall be published in Post- och Inrikes Tidningar and on the company’s website. Notice of shareholders’ meetings shall also be published in Svenska Dagbladet. 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 six banking days prior to the Meeting, taking into account share re-registrations made no later than four banking days prior the General Meeting, and shall also provide notification of their intention to attend the Meeting not later than the date stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the five workdays prior to the Meeting.
A shareholder may have no more than two advisors present at shareholders’ meetings, such participation of advisors is only allowed if the shareholder has notified the company in accordance with the foregoing paragraph.
§9 Postal vote and collection of proxies
The board of directors may prior to a shareholders’ meeting resolve that the shareholders shall be able to vote through postal vote prior to the shareholders’ meeting. Postal vote may, if resolved by the board of directors, be carried out electronically.
The board has the right to collect power of attorneys pursuant to the procedure in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)).
§10 Opening of the shareholders’ meeting
The chairperson of the board of directors or the person elected by the board of directors shall open the shareholders’ meeting and lead the proceedings until a chairperson of the shareholders’ meeting has been elected.
§11 Business at annual shareholders’ meetings
The annual shareholders’ meeting is held annually within six months after the end of the financial year.
The following business shall be addressed at annual shareholders’ meetings:
(1) Election of a chairperson of the meeting;
(2) Preparation and approval of the voting list;
(3) Approval of the agenda;
(4) Election of one or two persons who shall approve the minutes of the meeting;
(5) Determination of whether the meeting was duly convened;
(6) Submission of the annual report and the auditors’ report and, where applicable,
the consolidated financial statements and the auditors’ report for the group;
(7) Resolutions regarding:
(a) the adoption of the income statement and the balance sheet and, when applicable,
the consolidated income statement and the consolidated balance sheet;
(b) allocation of the company’s profits or losses in accordance with the adopted balance sheet;
(c) regarding discharge of the members of the board of directors and, where applicable, the managing director from liability;
(8) Determination of fees for members of the board of directors and auditors;
(9) Election of the members of the board of directors and auditors and deputy auditors, if applicable; and
(10) Other matters which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.
§12 CSD-registered company
The company’s shares shall be registered in a securities register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).