articles of association
The following Articles of Association were adopted at the AGM on 30 April 2021.
§ 1. Company name
The company’s name is Bokusgruppen AB (publ). The company is a publicly traded company.
§ 2. Registered office
The registered office of the Board of Directors is in Stockholm Municipality, Sweden.
§ 3. Operations
The objective of the company’s operations is to, directly or indirectly, conduct in-store and online retail trade of books, other media goods, paper goods and office products as well as to provide media services, marketing and service operations for bookstores, to own and manage securities, and to conduct various associated activities.
§ 4. Share capital
The share capital is to amount to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
§ 5. Number of shares
The number of shares is to be at least 10,000,000 and at most 40,000,000.
§ 6. Board of Directors
The Board of Directors is to consist of at least three and at most ten members, without deputies.
§ 7. Auditors
The company must have an auditor. A registered accounting firm may be appointed as auditor.
§ 8. Notice of general meetings
General meetings are to be convened through a notice in Post- och Inrikes Tidningar (the Official Swedish Gazette) and through publication on the company's website. The company will announce in Svenska Dagbladet that notice has been given.
§ 9. Right to participate in general meetings
Shareholders who wish to participate in a general meeting must register their intention to participate with the company no later than the date stated in the notice convening the general meeting.
Shareholders may be accompanied at general meetings by a maximum of two assistants, although only if the shareholder registers the number of assistants with the company in the manner stated in the previous paragraph.
§ 10. Power of attorney and postal voting
The Board of Directors may collect powers of attorney according to the procedures in Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act (2005:551).
The Board of Directors may, ahead of a general meeting, resolve that shareholders may exercise their voting rights through postal voting ahead of the general meeting.
§ 11. Third-party attendees
The Board of Directors may resolve that non-shareholders, under conditions determined by the Board, may be entitled to attend or otherwise follow the events of a general meeting.
§ 12. Annual general meeting
The following matters are addressed at the Annual General Meeting:
1. Election of the Chairman of the Annual General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two minute-checkers.
5. Determination as to whether the Annual General Meeting has been duly convened.
6. Presentation of the annual report and the auditor's report and, where appropriate, the consolidated financial statements and auditor's report on the consolidated financial statements.
7. Proposals concerning:
a. Adoption of the income statement and the balance sheet and, where appropriate, the consolidated income statement and consolidated balance sheet.
b. Appropriation of the company's profit or loss in accordance with the adopted balance sheet.
c. Discharging Board members and the CEO from liability in relation to the company.
8. Determination of the number of Board members.
9. Determination of remuneration of the Board and the auditor.
10. Election of the Board of Directors and auditor.
11. Other matters brought up at the Annual General Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
§ 13. Financial year
The company applies the calendar year as its financial year.
§ 14. Record day provision
The company’s shares are registered in a central securities depository (CSD) register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).