The Company’s name is Cognosec AB (publ).
§2 Registered Office
The registered office is located in the municipality of Stockholm, Sweden.
§3 Company Business
The Company shall develop markets and sell solutions to increase safety on the internet, by selling products and services in this area, by itself and through associated companies, subsidiaries, agents and partners pursue such activities, through associates and subsidiaries govern investments in business and real estate, engage in strategic advisory services, and perform parent company business and related business.
The share capital shall amount to at least SEK 500,000 and a maximum of SEK 2,000,000.
§5 Number of Shares
The number of shares shall be not less than 200,000,000 and maximum 800,000,000 shares.
§6 Classes of shares and voting rights
Shares of one class can be issued, and carries one vote.
§7 Board of Directors
The Board of Directors shall consist of not less than three and not more than seven members, with a maximum number of six deputies.
The Company shall have one or two auditors with an equal number of deputy auditors.
§9 Financial Year
The Company’s financial year shall be the calendar year.
§10 Notice of general Meeting
Notice of a General Meeting shall be issued through an announcement in the Swedish Official Gazette (Post och Inrikes Tidning, PoIT) and through Dagens Industri.
Notice of Annual General Meeting and Extraordinary General Meeting where amendments to the Articles of Association will be considered shall be issued not earlier than six and not later than four weeks before the day of the meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six and no later than two weeks before the meeting.
§11 Annual General Meeting
At the Annual General Meeting the following matters shall be dealt with:
1. Election of Chairman of the Meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one or two participants to verify the minutes.
5. Determination of whether the General Meeting has been duly convened.
6. Presentation of the Company ́s annual accounts and its auditors’ report and, where applicable, the consolidated accounts and consolidated audit report.
a) Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b) Appropriation of the profit or loss according to the adopted balance sheet;
c) Discharge from liability for Directors of the Board and the CEO. 8. Determination of number of Board Directors and deputy Board Directors and, where applicable, Auditors and deputy Auditors.
9. Determination of remuneration to the Board and, where applicable, Auditors.
10. Election of Board Directors and deputy Board Directors and, where applicable, Auditors and deputy Auditors.
11. Other business due at the general meeting according to the Swedish Companies Act or the Articles of Association
§12 Shareholders entitled to attend the General Meeting
Shareholders who wish to participate in the General Meeting must be recorded in the transcript of the share register five days before the meeting, and notify the company not later. 16:00 on the day specified in the notice.
That day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
§13 Record Day provisions
The Company’s shares shall be registered a securities register under the Swedish Act (1998: 1479) of Financial Instruments.
These articles of association were adopted at the Extraordinary General Meeting April 23, 2015.