Articles of association

§ 1 Company name

The registered name of the company is Cint Group AB (publ).

§ 2 Registered office

The company’s registered office is in Stockholm municipality.

§ 3 Operations

The object of the company is to, directly or indirectly through other companies, carry out system development, provide systems for internet-based insights gathering and other studies, e-commerce and marketplaces, carry out research and consumer information activities and carry out other operations related thereto.

Furthermore, the object of the company is to, directly or indirectly, own and manage real property and tangible goods and carry out other operations related thereto.

§ 4 Share capital

The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000.

§ 5 Number of shares

The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

§ 6 The board of directors

The company’s board of directors shall consist of not less than five and not more than ten directors without any deputy directors.

§ 7 The auditor

The company shall have one or two auditors. A registered accounting firm may be appointed as auditor. An auditor shall be appointed for the time period until the end of the annual general meeting that will be held during the first, second, third or fourth financial year after the election.

§ 8 Notice

Notice convening general meetings shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar), and by making the notice 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 Right to participate at general meetings

Shareholders intending to participate in general meetings must notify the company no later than the day stated in the notice convening the meeting.

At a general meeting, shareholders may be accompanied by one or two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.

The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a general meeting.

§ 10 Financial year

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

§ 11 Collection of powers of attorney and voting by post

The board of directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4 second paragraph of the Swedish Companies Act. In connection with a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights by post, prior to the general meeting.

§ 12 The annual general meeting

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

1. Election of a chair of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Determination whether the meeting has been duly convened;
6. Presentation of the annual report and the auditor’s report, and as applicable, the consolidated financial report and the auditor’s report in respect thereof;
7. Resolutions:
   a. on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
   b. on the disposition of the company’s profit or loss as shown in the adopted balance sheet;
   c. on discharge of liability of members of the board and the managing director;
8. Determination of the number of members of the board of directors, and the number of auditors;
9. Determination of the fees to be paid to the members of the board of directors and the auditors;
10. Election of the members of the board of directors and, if applicable, auditor; and
11. Other matters that may be brought before the meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 13 CSD Company

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