Articles of association
Here you can read our articles of association
Articles of association
Here you can read our articles of association
* * * * *
Oneflow AB, org. no. 556903-2989
§ 1 Company name
The name of the company is Oneflow AB. The company is public (publ).
§ 2 Seat
The board shall have its seat in Stockholm county, Stockholm municipality.
§ 3 Operations
The company’s business shall be the production, sale and development of software for the electronic management of contracts, as well as related activities.
§ 4 Share capital
The share capital must be a minimum of SEK 540,000 and a maximum of SEK 2,160,000.
§ 5 Number of shares
The number of shares must be a minimum of 18,000,000 and a maximum of 72,000,000.
§ 6 Board of Directors
The board must consist of a minimum of three and a maximum of ten members and are elected at the annual general meeting for the period until the end of the next annual general meeting.
§ 7 Auditors
For the review of the company’s annual report together with the accounts and the administration of the board and the managing director, one auditor is appointed without a deputy auditor.
§ 8 Notice
Notice to the general meeting must be made through advertising in Swedish Official Gazette and by making the notice available on the company’s website. At the same time as the notice is issued, the company must inform through an advertisement in the nationwide daily newspaper Dagens Industri that the notice has taken place.
Notice to the annual general meeting as well as notice to an extraordinary general meeting where the question of amending the articles of association will be dealt with must be issued no earlier than six and no later than four weeks before the meeting. Notice of another extraordinary general meeting must be issued no earlier than six weeks and no later than two weeks before the meeting.
§ 9 Participation in general meetings
In order to participate in the general meeting, shareholders must firstly be recorded in a printout or other presentation of the share register on the day specified in the Swedish Companies Act, and secondly register and the number of assistants (no more than two) to the company on the day specified in the notice to the general meeting. This day must not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the general meeting.
§ 10 Power of attorney and postal voting
The board may collect powers of attorney at the company’s expense according to the procedure specified in chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551).
The board may decide before a general meeting that the shareholders can exercise their voting rights by post before the general meeting.
§ 11 Matters at the annual general meeting
At the annual general meeting, the following matters shall be dealt with.
- Election of chairman.
- Establishment and approval of voter register.
- Selection of one or more adjusters.
- Testing whether the meeting has been duly convened.
- Approval of Agenda.
- Presentation of the annual report and audit report and, where applicable, consolidated accounts and consolidated audit report.
- Decision on
- determination of the income statement and the balance sheet, as well as, where applicable, the consolidated income statement and the consolidated balance sheet,
- dispositions regarding the limited company’s profit or loss according to the established balance sheet and, where applicable, the established group balance sheet, and
- discharge of liability for the board members and, where applicable, the CEO.
- Determining the fees for the board and auditors.
- Elections to the board and auditors.
- Other matter, which arrives at the meeting according to the Swedish Companies Act or the articles of association.
§ 12 Fiscal year
The limited company’s accounting year must be January 1 – December 31.
§ 13 Reconciliation clause
The shareholder or manager who on the record date is entered in the share register and recorded in a record register, according to chapter 4 in the act (1998:1479) on securities centers and account-keeping of financial instruments or the one recorded in the reconciliation account according to chapter 4. Section 18 first paragraph 6-8 of the aforementioned law, shall be assumed to be competent to exercise the rights that appear in chapter 4, section 39 of the Swedish Companies Act (2005:551).
* * * * *
These articles of association have been adopted at an extraordinary general meeting on February 3, 2022.