Articles of Association
Approved at extraordinary general meeting on July 12, 2007.
§ 1 The name of the company is Bisnode Business Information Group AB. The company is a public company (publ).
§ 2 The object of the company is to, directly or indirectly, via ownership in other companies, conduct publishing business, publicist business including news agency business and publications in printed as well as digital media with a main focus to provide business-, credit- and market information, to provide services within direct marketing and other business compatible therewith, and to look after joint group functions such as business development, budget and company analysis.
§ 3 The registered office of the company shall be in the municipality of Stockholm.
§ 4 The company’s share capital shall amount to not less than SEK 200,000,000 and not more than SEK 800,000,000.
§ 5 The number of shares shall amount to no less than 50 000 000 and no more than 200 000 000.
§ 6 The board of directors shall consist of not less than three directors and not more than eight directors.
§ 7 One or two auditors, with or without an alternate auditor, or an registered public accounting firm shall be appointed.
§ 8 Annual general meeting of the shareholders shall be held within six months of the expiry of each financial year.
At the annual general meeting the following items shall be addressed:
1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to certify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and the auditor’s report, and if applicable, the consolidated financial report and the group auditor’s report.
7. Decision regarding:
a. the adoption of the income statement and balance sheet, and if
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 members of the board of directors and the
managing director, if a managing director has been appointed.
8. Resolution regarding fees for the board of directors, and if applicable, fees for the auditors.
9. Resolution regarding the number of directors and alternate directors of the board of directors and, if applicable, accounting firm, auditors and alternate auditors.
10. Election of directors and alternate directors, and if applicable, election of accounting firm, auditors and alternate auditors.
11. Any other matter on which the annual general meeting is required to decide pursuant to the Companies Act (2005:551) or the Articles of Association.
§ 9 The notice to the general meeting shall be issued through advertising in Post- och Inrikes Tidningar and in Svenska Dagbladet. If the publishing of Svenska Dagbladet is closed-down, the notice to the general meeting shall instead be issued through advertising in Post- och Inrikes Tidningar and in Dagens Industri. The notice to the general meeting shall be issued in accordance with the time limits in the Swedish Companies Act (2005:551)
§ 10 In order to participate in a general meeting a shareholder must notify the company no later than the day prescribed in the notice of the general meeting, and not later than 1600 hours. This day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Years Eve and not earlier than the fifth weekday prior to the meeting.
§ 11 A person that is not a shareholder in the company shall, on conditions decided by the board of directors, have the right to attend or in any other way, for example through electronic connection, be able to follow the proceedings at the general meeting.
§ 12 The financial year of the company shall comprise the period 0101-1231.
§ 13 The companies’ shares shall be registered in a CSD register according to the Financial Instruments Account Act (1998:1479).
A shareholder or nominee that is included in the register of shareholders on record day and is entered in the CSD register according to chapter 4 of the Financial Instruments Accounts Act (1998:1479) or that is recorded in the CSD register according to Chapter 4, section 18, paragraph one 6-8 of the said Act shall be considered entitled to exercise their rights pursuant to chapter 4, section 39 of the Swedish Companies Act (2005:551).
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