Articles of Association

§ 1 Company name

The company’s name is Smart Eye Aktiebolag (publ).

§ 2 Registered office

The company is registered in Gothenburg Municipality.

§ 3 Activity

Software production (innovation of hardware and software, as well as consulting activities).

§ 4 Share capital

The share capital is at least SEK 1,500,000 and at most SEK 6,000,000.

§ 5 Number of shares

The number of shares must be at least 15,000,000 and at most 60,000,000 shares.

§ 6 Board of Directors

The Board of Directors will consist of at least three and at most ten members, without alternative members.

§ 7 Auditors

At least one auditor with or without an alternative auditor will be elected.

§ 8 Notice convening a general meeting

The notice convening a general meeting will be given by advertisement in the Official Swedish Gazette, and on the company’s website. The convening notice must be announced in Dagens Industri.

§ 9 Notice of attending a general meeting

A shareholder wishing to attend a general meeting must notify this to the company by no later than the date stated in the notice convening the general meeting. This date may not be a Sunday, other general public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than five business days before the general meeting. If a shareholder wishes to be accompanied by an adviser at the general meeting the number of advisers (no more than two) must be stated in the notification to the company.

§ 10 General meetings

An annual general meeting must be held within six months of the end of the financial year. The following matters must be considered.

  1. Election of chair of the annual general meeting.
  2. Creation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two approvers of the minutes.
  5. Determination of whether the annual general meeting has been duly convened.
  6. Consideration of the submitted annual report and audit report and, if appropriate, the consolidated annual report and consolidated audit report.
  7. I Decisions concerning
    a) approval of the statement of income and balance sheet and, if appropriate, the consolidated annual report and consolidated audit report,
    b) allocation of the company’s profit or loss in accordance with the approved balance sheet, and
    c) discharge of the members of the Board of Directors and the CEO.
  8. Determination of the remuneration of the Board of Directors and the audit fees.
    Election of the Board of Directors and any alternative members, and of the auditors and any alternatives, as appropriate.
  9. Other matters to be considered by the annual general meeting in accordance with the Swedish Companies Act (1975:1385) or the Articles of Association.

§ 11 Financial year

The company’s financial year runs from 1 January to 31 December.

§ 12 Registration provision

The company’s shares must be book-entered to a CSD register in accordance with the Swedish Act (1998:1479) on central securities depositories and book entry of financial instruments.

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