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
§1 Firm
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.
§3 Business
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.
§4 Share
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).
§5 Board
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
meeting.
§6 Auditors
One to two auditors are appointed as per legal
regulations.
§7 Summoning
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
paragraph.
§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).
