Articles of Association

BAMBUSER AB (PUBL)

Reg. No. 556731-3126

1 § Name

The company’s name is Bambuser AB. The Company is a public company (publ).

2 § Registered office

The company’s registered office shall be situated in the municipality of Stockholm, Sweden.

3 § Object of the company’s business

The object of the company’s business is, directly or indirectly, to conduct publishing operations (broad- and narrowcasting) for information and entertainment using IT and wired and wireless multimedia technology and conduct business with shares and securities, and any other activities compatible therewith.

4 § Share capital

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5 § Number of shares

The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

6 § Board of directors

The board of directors elected by the shareholders’ meeting shall consist of not less than three members and not more than ten members with not more than ten deputy members.

7 § Revisor / Auditor

The company shall have not less than one and not more than two auditors, with not more than two deputy auditors.

8 § Notice of shareholders’ meeting

Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s webpage, within such time as set forth in the Swedish Companies Act. It shall be announced in Dagens Industri that a notice of a general meeting has been issued.

9 § Notice of participation in shareholders’ meetings

Shareholders that wish to participate at a general meeting shall be registered as shareholders in a transcript of the entire share register as stipulated in Chapter 7 Section 28, third paragraph, of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five weekdays prior to the meeting 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, New Year’s Eve and must not fall earlier than the fifth weekday prior to the meeting.

10 § Business at annual shareholders’ meetings

The annual general meeting shall be held within six (6) months following the end of the financial year.
The following business shall be addressed at annual shareholders’ meetings:

  1. election of a chairman of the meeting;
  2. preparation and approval of the voting list;
  3. approval of the agenda;
  4. election of one or two persons who shall approve the minutes of the meeting;
  5. determination of whether the meeting was duly convened;
  6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. resolutions regarding:
    1. the adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;
    2. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
    3. discharge of the members of the board of directors and the managing director from liability;
  8. determination of fees for members of the board of directors and auditors;
  9. election of the members of the board of directors, auditors and, where applicable, deputy auditors;
  10. other matters, which are set out in the Swedish Companies Act or the company’s articles of association. On shareholders’ meetings must each qualified voter vote for his or her entire owned and represented shares, without limitation.

11 § Financial year

The company’s financial year shall be the calendar year.

12 § Euroclear company

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