Articles of Association

Articles of Association – ITAB SHOP CONCEPT AB (publ)

Adopted at the Annual General Meeting on 10 May 2022.

§ 1 Registered name

The Company’s registered name is ITAB Shop Concept AB. The Company is a public limited company (publ).

 

§ 2 Registered office of the Board of Directors

The registered office of the Board of Directors is in Jönköping municipality, Jönköping County.

 

§ 3 Operations

As the Parent Company of a Group, the Company is to constitute the executive management, administration and perform administrative services for all companies within the Group, as well as to carry out related activities. The objective of the Group’s operations is to conduct manufacturing and sale of store equipment and to pursue other operations consistent therewith.

 

§ 4 Share capital

The share capital shall amount to not less than SEK 30,000,000 and not more than SEK 120,000,000.

 

§ 5 Number of shares

The number of shares outstanding shall be not fewer than 72,000,000 and not more than 288,000,000.

 

§ 6 Classes of shares

Shares can be issued in two classes of shares, ordinary shares and Class C shares. Ordinary shares have one vote and Class C shares one-tenth of a vote. Shares of each class of shares can be issued in a number corresponding to the entire share capital.

Class C shares do not entitle to a dividend. Upon the company’s dissolution, Class C shares entitle to an equal share in the company’s assets as other shares, but not with an amount higher than what corresponds to the share’s quotient value.

If the Company decides to issue new ordinary shares and Class C shares, against payment other than non-cash assets, owners of ordinary shares and Class C shares shall have a preferential right to subscribe to new shares of the same share class in relation to the number of shares previously held by the holder (primary preferential rights). Shares that are not subscribed to with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and, insofar as this cannot be done, by lottery.

If the Company decides to issue only ordinary shares or Class C shares for payment other than non-cash assets, all shareholders, regardless of whether their shares are ordinary shares or Class C shares, shall have a preferential right to subscribe for new shares in proportion to the number of shares they previously owned.

What is prescribed above regarding shareholders’ preferential rights shall have a corresponding application in the issue of warrants and convertibles and shall not entail any restriction on the possibility to make a decision on an issue with deviation from the shareholders’ preferential rights.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each share class in relation to the number of shares of the same type that already exists. In this case, old shares of a certain class of shares shall carry the right to new shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue, after the necessary amendment of the Articles of Association.

Reduction of the share capital, however not to less than the minimum permitted share capital, may, at the request of owners of a Class C share and following a decision by the Company’s Board of Directors or a General Meeting of Shareholders, take place through the redemption of Class C shares. Requests from shareholders must be submitted in writing. When a reduction decision is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available. The redemption amount per Class C share shall be the share’s quotient value.

Owners of shares notified for redemption shall be obliged to receive redemption for the share immediately upon receipt of the notification of redemption decision or, where the Swedish Companies Registration Office or the Court’s permission for the reduction is required, after receiving notification that legally binding decisions have been registered.

Class C shares held by the Company must be able to be converted into ordinary shares by decision of the Board of Directors. The Board shall then immediately notify the conversion for registration with the Swedish Companies Registration Office. The conversion is executed when registration has taken place and the conversion has been entered in the reconciliation register.

 

§ 7 Board of Directors and auditors

To the extent it is appointed by the General Meeting of Shareholders, the Board of Directors shall consist of not less than three and not more than nine Board members, with not more than nine deputies. The Company is to have not less than one and not more than two auditors, with or without deputy auditors. An authorised public accountant or a registered auditing company shall be appointed as auditor and, where applicable, as deputy auditor.

 

§ 8 Notice

Notice of the General Meeting of Shareholders is to be given through an advertisement in Post- och Inrikes Tidningar (Official Swedish Gazette) and on the Company’s website. An announcement of the issuance of the notice shall be made in Dagens Industri.

 

§ 9 Right to participate in General Meetings of Shareholders

Shareholders who wish to participate in the proceedings of a General Meeting of Shareholders shall notify the Company thereof by the date specified in the notice of the Meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and must not fall earlier than on the fifth weekday before the General Meeting of Shareholders.

Shareholders may be accompanied by one or two counsel(s) to the Meeting, but only if the shareholder has made a notification of this in accordance with the preceding paragraph.

 

§ 10 Annual General Meetings

The agenda for an Annual General Meeting shall include the following matters to be considered:

1. Election of Chairman for the Meeting
2. Compilation and approval of electoral register
3. Approval of the proposed agenda
4. Election of one or two person(s) to approve the minutes taken at the Meeting
5. Determination of whether the Meeting has been duly convened
6. Presentation of Annual Report and Auditor’s Report, as well as, where applicable, the consolidated financial statements and the consolidated Auditor’s Report
7. Resolution regarding adoption of the income statement and the balance sheet, as well as, where applicable, the consolidated income statement and the consolidated balance sheet
8. Resolution regarding appropriations of the Company’s profit or loss according to the adopted balance sheet
9. Resolution regarding discharge from liability for Board members and Chief Executive Officer
10. Determination of the number of Board members and the number of auditors and deputy auditors
11. Determination of fees to Board members and auditors
12. Election of Board members and election of auditors and deputy auditors
13. Other matters to be brought before the Meeting according to the Swedish Companies Act or the Articles of Association.

 

§ 11 Collection of proxy forms and postal voting

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

In preparation for a General Meeting of Shareholders, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the General Meeting of Shareholders.

 

§ 12 Financial year

The financial year shall comprise the period from 1 January – 31 December.

 

§ 13 Record date provision

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

 

This document is in all respects a translation of the Swedish original Articles of Association. In the event of any differences between this translation and the Swedish original, the latter shall prevail.