Dustin Group AB (publ) (Reg. No. 556703-3062)

Adopted at the Annual General Meeting on 12 December 2023.

1 § Business name

The company’s business name (Sw. företagsnamn) is Dustin Group AB. The company is a public limited liability company (publ).

2 § Registered office

The Board of Directors’ registered office shall be situated in Stockholm, Sweden.

3 § Object of the company’s business

The object of the company’s business is to, directly or indirectly through subsidiaries, (i) carry out trade in goods and services in the IT and electronics industry, (ii) carry out leasing of movable property and other financial operations, (iii) own and administer securities and (iv) carry out other activities compatible therewith.

4 § Share capital and shares

The share capital shall be not less than SEK 700,000,000 and not more than SEK 2,800,000,000. The number of shares shall be not less than 140,000,000 and not more than 560,000,000.

The shares shall be of two classes, ordinary shares and class C shares. Ordinary shares may be issued up to a maximum number of shares that represents the full share capital and class C shares may be issued up to a maximum number of 20,000,000.

Class C shares do not entitle to dividends. Upon the company’s liquidation, class C shares carry equivalent right to the company’s assets as other shares, however not to an amount exceeding the quota value of the share.

Should the company resolve on an issue of new ordinary shares and class C shares against other payment than contribution in kind, each holder of ordinary shares and class C shares has preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights should be offered for subscription to all shareholders in the company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held, or, to the extent that this is not possible, by lot.

Should the company resolve on a new issue of solely ordinary shares or class C shares, against other payment than contribution in kind, all shareholders, irrespective of which class of shares held, are entitled to preferential rights to subscribe for new shares in proportion to the number of shares previously held.

Should the company resolve on an issue of warrants or convertibles, against other payment than contribution in kind, the above stated regarding the shareholders’ preferential rights should apply mutatis mutandis.

The stipulations in the sections above should not infringe on the possibility to resolve on an issue in which the preferential rights of shareholders are waived.

In the event of a share capital increase by a bonus issue including issuance of new shares, new ordinary shares shall be issued pro rata to the number of ordinary shares previously issued. Thereby, previously issued ordinary shares entitle to new ordinary shares. Class C shares do not carry rights to participate in bonus issues. Following a requisite amendment in the Articles of Association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.

Reduction of the share capital, however not below the minimum share capital, may on request of holders of class C shares or as resolved by the company’s Board of Directors or General Meeting, be made by redemption of class C shares. A request from a shareholder shall be made in writing to the company’s Board of Directors and the Board of Directors shall process the request promptly. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserves, if the required funds are available. The redemption amount per class C share shall correspond to the quota value of such shares.

Following notice of the redemption resolution, holders having requested redemption shall promptly receive payment for the share, or, if authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following notice that the final decision has been registered.

Upon decision by the Board of Directors, class C shares held by the company shall be reclassified into ordinary shares. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Registration Office for registration. The reclassification is effected when it has been registered and the reclassification been noted in the Central Securities Depository register.

5 § Euroclear company

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

6 § Board of Directors

The Board of Directors elected by the shareholders’ meeting shall consist of not less than three (3) and not more than ten (10) with no deputy members.

7 § Auditor

The 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, an authorised public accountant or a registered public accounting firm shall be elected.

8 § Notice of Shareholders’ Meeting

Notice of Shareholders’ Meetings shall be published in 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 § Participation in Shareholders’ Meetings

A shareholder may participate in a shareholders’ meeting only if the shareholder notifies the company of his or her intention to attend no later than the day stipulated in the notice to attend the Annual Shareholders’ Meeting. The aforementioned day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays prior to the meeting. 

If a shareholder wishes to be joined by counsel at the shareholders’ meeting, the number of counsels (not more than two) must be stated in the notice of participation.

10 § Vote by post 

The Board of Directors may, before a shareholders’ meeting, resolve that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.

11 § The right for persons not being shareholders to attend a shareholders’ meeting

The Board of Directors may resolve that persons not being shareholders of the company shall, on the conditions stipulated by the Board of Directors, be allowed to attend or in any matter follow the discussions at a shareholders’ meeting.

12 § Place for shareholders’ meetings

Shareholders’ meetings shall be held in Stockholm or Nacka.

13 § Business at shareholders’ meetings

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: 
a.    adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
b.    allocation of the company’s profits or losses in accordance with the adopted balance sheet;
c.    discharge of the members of the Board of Directors and the managing director from liability;
8.    determination of the number of members and deputy members of the Board of Directors to be elected by the shareholders’ meeting and the number of auditors and, where applicable, deputy auditors;
9.    determination of fees for members of the Board of Directors and auditors;
10.    election of the members of the Board of Directors;
11.    election of auditors and, where applicable, deputy auditors;
12.    other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies Act or the company’s articles of association.

14 § Fiscal year

The company’s fiscal year shall be 0901–0831.