Articles of association

1. Firm

The company’s firm is Vertiseit AB (publ).

2. Seat

The board shall have its seat in Varberg Municipality, Halland county.

3. Operation

The company will conduct the development and sales of products and services in retail tech. The company is a comprehensive digital solutions supplier that strengthens the store’s customer experience by linking digital and physical meetings. The company offers a complete concept where hardware that is put into operation via the company’s SaaS platform is combined with customer-specific concept development and strategy for future retail. The company also conducts consulting activities in the above areas as well as compatible activities.

4. Share capital

The share capital shall amount to a minimum of 539 817 SEK and a maximum of 2 159 268 SEK.

5. Number of shares

The number of shares shall be a minimum of 10,796,340 and a maximum of 43,185,360.

6. Stock market

The company’s shares shall consist of A and B shares, respectively, where each A share gives one vote, and each B share gives 1/10.

Shares of each share class can be issued in a number corresponding to the entire share capita

Owners of shares of series A shall have the right – but not the obligation – to demand that shares of series A be converted into shares of series B. Requests for conversion must be made in writing to the company’s board. It must be stated how many shares are desired to be converted, and if the request does not cover the entire holding, which of these the conversion refers to. The Company’s Board of Directors shall at ordinary meetings deal with issues of conversion into Series B shares of those Series A shares, the owner of which during the period before such panel submitted a request for modification. However, if the board finds reasons to do so, the board has the right to address issues of conversion even at times other than those stated above. The modification must be notified for registration without delay.

Suppose the company decides to issue new shares through a cash issue or set-off issue. In that case, an old share shall give preferential rights to a new share of the same type of share concerning the number of shares the holder previously owns (primary preferential rights). Shares that are not subscribed for with prior preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the total number of shares they previously owned in the company. To the extent that this cannot be done concerning a certain share / certain shares, distribution takes place by drawing lots.

Suppose the company decides to issue only one class of shares through a cash or set-off issue. In that case, regardless of the type of shares, all shareholders shall have a preferential right to subscribe to new shares in relation to the number of shares they previously owned.

What has been said above shall not entail any restriction on the possibility of deciding on a cash issue or set-off issue with deviation from shareholders’ preferential righ

What is prescribed above regarding shareholders’ preferential rights shall have a corresponding application in the issue of warrants and convertibles.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each share class in relation to the number of shares of the same type that already exist. In this case, old shares of a specific class shall carry preferential rights to new shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue after the necessary amendment of the Articles of Association.

7. The Board

The board shall consist of a minimum of 3 and a maximum of 10 members with a minimum of 0 and a maximum of 3 deputies.

8. Auditor

A minimum of one and a maximum of two auditors are appointed to review the company’s annual report, the board of directors, and the president’s administration.

9. Notice of the Annual General Meeting

Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and on the company’s website. At the summons, information that the summons has been issued shall be announced in Dagens Industri. The notice shall be sent immediately and free of charge to the recipient by post to the shareholders who request it and state their postal address.

10. Matters at the Annual General Meeting

The following matters shall be considered at the Annual General Meeting.

Election of chairman at the meeting.
Establishment and approval of the ballot paper.
Approval of the draft agenda.
Where applicable, selection of one or more adjusters.
Examination of whether the meeting has been duly convened.
Presentation of annual report and auditor’s report.
Decision regarding

  • adoption of the income statement and balance sheet,
  • dispositions regarding the company’s profit or loss according to the approved balance sheet,
  • discharge of liability for the members of the Board of Directors and the President.

Determination of fees for the board and, in some cases, auditors.
Election of the board and, where applicable, auditors.
Other matters, which come before the Annual General Meeting under the Swedish Companies Act (2005: 551) or the Articles of Association.

11. Financial year

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

12. Reconciliation reservation

The company’s shares must be registered in a record register under the Act (1998: 1479) on central securities depositories and accounting of financial instruments.

These Articles of Association were adopted at the Annual General Meeting on 20 March 2019.