Articles of Association
Articles of association for MOMENT GROUP AB
Co. reg. no. 556301-2730
Adopted at the extraordinary shareholders meeting of 08 May 2018.
§ 1. Company
The company’s name is MOMENT GROUP AB. The company is a public company (publ).
§ 2. Registered office
The company’s registered office will be in the municipality of Gothenburg.
§ 3. Operation
The object of the company’s operation is to act as parent company in a group thereby running operations within the experience industry directly or through subsidiaries. To attend to certain group-wide matters such as central financial management, budgetary and company analyses, staff functions, and internal and external disclosures. To provide loans and pledge assets for the Group’s funding requirements (however, this does not refer to activities mentioned in the Swedish Banking and Financing Business Act). To pursue other operations compatible with the above activities.
§ 4. Share capital
Share capital may not be less than SEK 7,211,541 or more than SEK 28,846,164.
§ 5. Number of shares
The minimum number of shares is 14,423,083, and the maximum 57,692,332.
§ 6. The Board
In addition to persons who may be appointed in another order by law, the Board must comprise a minimum of three and no more than eight members, without alternates.
§ 7. Auditors
The company must have one or two authorized public accountants. A registered accounting firm may also be appointed as auditors.
§ 8. Location of AGM
The AGM must be held in one of the following municipalities: Falkenberg, Varberg, Halmstad, Skara, Gothenburg, Malmö or Stockholm.
§ 9. Notice to attend and participation in the AGM
Notice to attend the AGM must be given through the Official Swedish Gazette (Post- och Inrikes Tidningar) and the company’s website. Notice that an AGM is convened must be advertised in Dagens Industri. To participate in the AGM, shareholders must register with the Company no later than the date specified in the notice to attend the meeting. This date may not fall on a Saturday, Sunday, a public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve nor fall earlier than five working days before the meeting. A shareholder may bring one or two assistants to the AGM, but only if said shareholder notifies the company in the manner described above.
§ 10. AGM agenda
The following matters must be addressed at the AGM:
- Election of the Chairman of the AGM.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes together with the Chairman.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and audit report and where applicable the consolidated financial statements and audit report for the Group.
- Resolutions on:
- adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet,
- the allocation of the company’s profit or loss according to the adopted balance sheet,
- discharge from liability for Board members and the CEO,
- Determination of the number of Board members, appointed by the AGM.
- Approval of the remuneration to be paid to Board members and the auditor.
- Election of the Board and auditor.
- Adoption of guidelines for the remuneration of senior executives.
- Other matters to be addressed by the meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.
§ 11. Financial year
The company’s financial year runs from 1 January to 31 December.
§ 12. Record day provision
The shareholder or asset manager who is registered in the shares ledger and a CSD register on the record date in accordance with Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or recorded in a CSD register under Chapter 4 section 18 paragraph 1 lines 6–8 of said law, is assumed to be authorized to exercise the rights set out in Chapter 4 section 39 of the Swedish Companies Act (2005:551).