Articles of association

§1 Name

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

§2 Registered Office

The board of directors shall have its registered office in the municipality of Varberg, Halland County.

§3 Business Activity

The company shall develop and sell products and services within retail tech. The company is a full-service provider of digital solutions that strengthen the customer experience in-store by connecting the digital and physical meeting. The company offers a complete concept where hardware, operated through the company’s SaaS platform, is combined with customer-specific concept development and strategy for the future of retail. The company also offers consulting services within the above areas and related business activities.

§4 Share Capital

The share capital shall amount to no less than SEK 539,817 and no more than SEK 2,159,268.

§5 Number of Shares

The number of shares shall be no less than 10,796,340 and no more than 43,185,360.

§6 Share Classes

The company’s shares shall consist of series A and series B shares, where each series A share entitles to one vote and each series B share entitles to one-tenth of a vote. Shares of each series may be issued up to an amount corresponding to the entire share capital. Owners of series A shares shall have the right – but not the obligation – to request conversion of series A shares to series B shares. Requests for conversion shall be made in writing to the company’s board of directors. It shall specify how many shares are requested to be converted and, if the request does not cover the entire holding, which of these are to be converted. The company’s board of directors shall address requests for conversion to series B shares at the board ordinary meeting following the period in which such requests were made. However, the board may address conversion requests at other times if deemed necessary. Conversion shall be registered without delay.

If the company decides to issue new shares through a cash or set-off issue, one old share shall entitle the holder to a pre-emptive right to new shares of the same class in proportion to the number of shares previously owned (primary pre-emptive right). Shares not subscribed for with primary pre-emptive right shall be offered to all shareholders for subscription (subsidiary pre-emptive right). If the shares offered this way are insufficient for the subscription made with subsidiary pre-emptive right, the shares shall be allocated among subscribers in proportion to the total number of shares they previously own in the company. If this is not possible for certain shares, allocation shall be made by drawing lots.

If the company decides to issue shares of only one class through a cash or set-off issue, all shareholders, regardless of class of shares, shall have pre-emptive rights to subscribe for new shares in proportion to the number of shares they previously own. The above shall not limit the ability to decide on a cash or set-off issue deviating from the shareholders’ pre-emptive rights.

The provisions above on shareholders’ pre-emptive rights shall apply correspondingly in the case of issues of warrants and convertibles.

In the event of an increase in share capital through a bonus issue, new shares shall be issued of each class in proportion to the number of shares of the same class that exist beforehand. Thereby, old shares of a certain class shall entail pre-emptive rights to new shares of the same class. This shall not limit the ability to issue shares of a new class through a bonus issue after the necessary amendment of the articles of association.

§7 Board of Directors 

The board of directors shall consist of no less than 3 and no more than 10 members with no less than 0 and no more than 3 deputies.

§8 Auditor

For the audit of the company’s annual report and the administration of the board of directors and the managing director, no less than one and no more than two auditors shall be appointed.

§9 Notice of General Meetings

Notice of general meetings shall be given by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. At the time of the notice, information that notice has been given shall be announced in Dagens Industri. The notice shall immediately and at no cost to the recipient be sent by mail to shareholders who so request and state their address.

§10 Matters at the Annual General Meeting

At the annual general meeting, the following matters shall be addressed:

  1. Election of a chairman at the meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the proposed agenda.
  4. Where applicable, election of one or more adjusters.
  5. Examination of whether the meeting has been duly convened.
  6. Presentation of the annual report and auditor’s report.
  7. Decisions regarding
    • the adoption of the income statement and balance sheet,
    • allocations concerning the company’s profit or loss according to the adopted balance sheet,
    • discharge of liability for the members of the board of directors and the managing director.
  8. Determination of fees for the board and, in some cases, auditors.
  9. Election of the board of directors and, where applicable, auditors.
  10. Other matters which are the responsibility of the general meeting according to the Swedish Companies Act (2005:551) or the articles of association.

§11 Financial year

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

§12 Central Securities Depository Clause

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

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