Articles of Association for Mentimeter AB (publ)

Adopted at the extraordinary shareholders’ meeting on 23 December 2021.

  1. §1

    Name of companyThe company’s name is Mentimeter AB (publ). The company is a public limited liability company (publ).

  2. §2

    Registered officeThe company’s registered office shall be situated in Stockholm, Sweden.

  3. §3

    Object of the company’s businessThe object of the company’s business is to develop, market and sell online-based solutions that enable an easier, more fun and more interactive audience experience (in everyday speech so-called mentometer systems) and other activities compatible therewith.

  4. §4

    Share capitalThe company’s share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.

  5. §5

    Number of sharesThe company shall have not less than 65,000,000 shares and not more than 260,000,000.

  6. §6

    Board of directorsThe board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members without deputy members.

  7. §7

    AuditorThe company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

  8. §8

    Notice of shareholders’ meetingNotices of shareholders' meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept 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. §9

    Participation in shareholders' meetingsShareholders who wish to participate at a general meeting shall be registered as shareholders on a transcript of the entire share register and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the general meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. One or two assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company hereof in the manner set out above.

  10. §10

    Collection of proxy forms and postal votingThe board of directors may collect proxies pursuant to the procedure stated in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen). The board of directors may resolve, prior to a general meeting, that the shareholders shall be entitled to exercise their voting rights prior to the general meeting by post.

  11. §11

    Place for shareholders’ meetingShareholders’ meeting shall be held in Stockholm.

  12. §12

    Business at annual shareholders’ meetingsThe following business shall be addressed at annual shareholders’ meetings:
    1. 1.election of a chairman of the meeting;
    1. 2.preparation and approval of the voting list;
    1. 3.approval of the agenda;
    1. 4.election of one or two persons who shall approve the minutes of the meeting;
    1. 5.determination of whether the meeting was duly convened;
    1. 6.submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
    1. 7.resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
    1. 8.resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
    1. 9.resolutions regarding discharge of the members of the board of directors and the managing director from liability;
    1. 10.determination of the number of members of the board of directors and the number of auditors and deputy auditors;
    1. 11.determination of fees for members of the board of directors and auditors;
    1. 12.election of the members of the board of directors and auditors and deputy auditors;
    1. 13.other matters, which are set out in the Swedish Companies Act or the company’s articles of association.

  13. §13

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

  14. §14

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