Articles of association
[The Company’s articles of association were adopted on the Extraordinary General Meeting on 25 November 2021]
ARTICLES OF ASSOCIATION OF VIVA WINE GROUP AB
Reg. no. 559178-4953
1 § Company name
The name of the company is Viva Wine Group AB. The company is a public company (publ).
2 § Registered office of the company
The board of directors shall have its registered office in the municipality of Stockholm.
3 § Objects of the company
The company’s activities shall include the management of shares in operating companies, trade in wine and activities compatible therewith.
4 § Share capital
The share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.
5 § Number of shares
The number of shares shall be not less than 60,000,000 and not more than 240,000,000.
6 § Board of directors
The board of directors shall comprise of a minimum of 3 and a maximum of 10 directors and not more than 10 deputy directors.
7 § Auditors
For the review of the company’s annual report as well as the management pursued by the board of directors and the managing director, the annual general meeting shall elect one auditor or audit firm.
8 § Notice
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice 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 the daily national paper Dagens Industri.
9 § Collection of proxies and postal voting
The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.
10 § Participation in a general meeting
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register as of the day set out in the Swedish Companies Act, and notify the company of her/his, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
11 § Annual general meeting
The annual general meeting is held each year within six months of the end of the financial year.
The following matters shall be addressed at the annual general meeting.
1. Election of a chairman of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the agenda;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the meeting was duly convened;
6. Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements for the group;
7. Resolutions regarding:
a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b) allocation of the company´s profit or loss according to the adopted balance sheet;
c) discharge from liability for board members and the managing director;
8. Determination of fees for the board of directors and the auditors;
9. Election of the board of directors, audit firm or auditor and, where applicable, deputy directors;
10. Any other business incumbent on the meeting according to the Companies Act or the articles of association.
12 § Financial year
The company’s financial year shall be 1 January – 31 December.
13 § Central securities depository registration
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).