Articles of Association

This is a translation of the Swedish original. In the event of any inconsistency between the Swedish version and the English version, the Swedish version shall prevail.

  1. Name
    The Company’s name is Westpay AB (publ).
  2. Domicile
    The Board of Directors shall have its registered office in Upplands Väsby
  3. Objects
    The company shall conduct operations with the development and sale of products and solutions relating to financial services and any other operations compatible therewith.
  4. Share capital
    The share capital shall amount to no less than SEK 3,600,000 and not exceed SEK 14,400,000.
  5. Number of shares
    The number of shares of the company shall be not less than SEK 18,000,000 and not exceed SEK 72,000,000.
  6. Board of Directors
    The Board of Directors shall consist of no less than three and no more than seven members and no more than three deputy members. Election of board members and deputy members apply from the time of the general meeting at which they were appointed and to the end of the next annual general meeting.
  7. Auditors
    The annual general meeting shall appoint no less than one and no more than two auditors, with or without deputy auditors, or a registered audit company.
  8. Time and procedure for notice of a general meeting
    Notice of a general meeting shall be announced in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Svenska Dagbladet that a notice to a general meeting has been made. Notice of a general meeting or an extraordinary general meeting at which an amendment of the Articles of Association will be considered shall be published at the earliest six weeks and at the latest four weeks prior to the meeting. In order to be entitled to participate in a general meeting, shareholders must be recorded in the printout of the full shareholders’ register detailing the status five weekdays prior to the meeting, and also give notice to the company of their intention to participate, stating the number of assistants , not later than 3 PM on the day indicated in the notice convening the general meeting This day must not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth working day before the meeting. The general meeting may be held in either of Gothenburg, Stockholm or Malmö. Should the board of directors so decide, attendance at general meeting from other Swedish location than that of the general meeting shall be approved.
  9. Matters to be considered on general meeting
    Annual general meeting shall be held within six months from the end of the preceding fiscal year. The chairman of the board, or the person the board of directors may appoint, opens the meeting and carry matters forward until a chairman for the meeting has been elected. Matters to be considered on annual general meeting:

    1. Elect a chairman for the general meeting
    2. Prepare and approve the voting list
    3. Approve the agenda as suggested by the board of directors
    4. Elect two persons to check the minutes
    5. Confirm that the general meeting has been duly summoned
    6. Consider the annual accounts and the auditors’ report as well as, if applicable, the consolidated annual accounts and auditors’ report for the group
    7. Decisions:
      • whether to approve the profit and loss account and balance sheet and, if applicable, the consolidated profit and loss account and consolidated balance sheet
      • how the Company’s profit or loss according to the approved balance sheet is to be appropriated
      • whether the members of the Board of Directors and the Managing Director should be discharged from liability towards the company
    8. Determine the amounts of fees of the Board of Directors and auditors
    9. Determine the number of Board members and deputy members and, if applicable, auditors and deputy auditors who are to be elected by the meeting
    10. Elect the members of the Board and any deputy members and, if applicable, auditors and deputy auditors
    11. Consider any other matter which is incumbent upon the general meeting under the Swedish Companies Act (2005:551) or the articles of association.

    Annual report documents shall be made available to shareholders no later than three weeks prior to the general meeting.

  10. Financial year
    The Company’s financial year is the calendar year.
  11. Record day provision
    The shares of the company shall be registered in a record day register pursuant to the Financial Instrument Accounts Act (1998:1479) regulating the recording of financial instruments.
  12. Collection of proxies and postal voting
    The Board may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005: 551).
    Prior to a general meeting, the Board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.

These articles of association were approved on the annual general meeting 14th of October 2021.

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