Articles of Association
Corporate governance is the manner in which powers and responsibilities are distributed between different parts of the company in accordance with applicable rules, processes and laws. In practice, corporate governance regards systems for decision making and the structure through which the owners directly or indirectly control the company. Jeeves is a listed company with a turnover below SEK three billion. It is therefore not subject to the Swedish Code of Corporate Governance. The company works according to its bylaws. From July 1, 2008 Jeeves will be subject to the Swedish Code of Corporate Governance as a listed company.
Stockholm, May 18, 2006
Bylaws of Jeeves Information Systems AB
Corporate identity no. 556343-4215
The company firm is Jeeves Information Systems Aktiebolag. The company is public (publ).
§2 Board seat
The company board has its seat in Stockholm Municipality.
The business objective of the company is the development, sales, support and maintenance of software, sales and servicing of computers and accessories as well as associated business.
The number of shares will be minimum two million (2,000,000) and maximum eight million (8,000,000). Share capital will be minimum SEK four million (4,000,000) and maximum SEK sixteen million (16,000,000).
The board must consist of minimum three and maximum six members with no more than two deputy members.
The members and deputy members are chosen each year at the annual general
meeting for the time period up to the end of the next annual general
One to two auditors are appointed as per legal regulations.
Shareholders will be summoned to the annual general meeting through advertisement in Post- och Inrikes Tidningar (The Official Swedish Gazette) and Svenska Dagbladet. In order to participate in the annual general meeting, the shareholder must register attendance with the company no later than 4:00 p.m. on the date indicated on the summons to the annual general meeting. This date must not be a Sunday, any general holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and must not be earlier than the fifth weekday before the meeting.
The shareholder may bring one or two aides to the meeting provided that the
shareholder registered such in the manner stipulated in the previous
§8 Annual general meeting
The following matters will be taken up for discussion at the annual general meeting.
1. Selection of meeting chair
2. Drawing up and approval of the voting list
3. Appointment of one or two members to verify the minutes
4. Agenda approval
5. Check as to whether the meeting was properly convened
6. Presentation of the annual report and auditors' report and, if relevant, consolidated financial report and consolidated auditors' report
7. Decision regarding
a) adoption of the income statement and balance sheet and, if relevant, the consolidated income statement and balance sheet,
b) allocations of the company's profit or loss as per the adopted balance sheet,
c) release from liability for board members and the CEO.
8. Determination of the number of board members, deputy members and auditors
9. Granting of remuneration to the board and auditors
10. Selection of board, auditors (when necessary) and any deputy members
11. Other matters that fall to the annual general meeting as per the Swedish Companies Act (2005:551) or the bylaws.
§10 Chairman of the annual general meeting or general meeting
The chairman of the board or the member appointed by such opens the annual general meeting or general meeting and leads the deliberations until the meeting chairman is chosen.
§11 Voting rights
At the annual general meeting, each person with voting rights may vote for the entire number of shares he/she owns and represents.
§12 Fiscal year
The company's fiscal year covers the period January 1 to December 31.
§13 Authorization to receive dividends, etc.
The shareholder that on the appointed record date is listed in the shareholders' register and in a central securities depository register pursuant to chapter 4 of the Financial Instruments Accounts Act (1989:1479) or that is listed on the control account as per chapter 4 § 18 paragraph one 6-8 of said act shall be considered authorized to exercise the rights indicated in chapter 4 § 39 of the Swedish Companies Act (2005:551).