Article of Association

Adopted at the extraordinary general meeting on 2023-03-27
§1

Company name

The company's name is Virtune AB (Publ). The company is public.

§2

Registered office

The board of directors has its registered office in Stockholm Municipality.

§3

Business

The company shall be operated as a financial institution that offers investments and asset management to investors in Sweden and internationally within the global crypto market by listing financial instruments on regulated markets and multilateral trading platforms.

§4

Share capital

The share capital shall be at least SEK 8,500,000 and at most SEK 34,000,000.

§5

Number of shares

The number of shares shall be at least 50,000 and at most 200,000.

§6

Board of directors

The board of directors shall consist of at least 3 and at most 8 members with at least 1 and at most 2 alternates.

§7

Auditors

For the audit of the company's annual report and accounts as well as the management of the board of directors and the CEO, an auditor without alternate auditors shall be appointed.

§8

Notice of meeting

Notice of the general meeting shall be given by advertisement in the Post and Inrikes Tidningar and on the company's website. The fact that notice has been given shall be announced in Svenska Dagbladet.

Shareholders who wish to attend the general meeting shall notify the company of their attendance and any assistants no later than the day specified in the notice of the general meeting. This day must not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not occur earlier than the fifth working day before the meeting.

§9

Agenda for Annual General Meeting

The Annual General Meeting shall be held annually no later than six months after the end of the financial year.

The following matters shall be dealt with at the Annual General Meeting:

  • Election of chairman of the meeting
  • Preparation and approval of the voting list
  • Election of one or two persons to verify the minutes
  • Determination of whether the meeting has been properly convened
  • Approval of the agenda
  • Presentation of the annual report and the auditor's report
  • Resolutions on
    • adoption of the income statement and balance sheet
    • discharge from liability of the members of the board of directors and the managing director
    • allocation of the company's profit or loss in accordance with the adopted balance sheet
  • Determination of remuneration to the board of directors and the auditors
  • Election of members of the board of directors and auditors and any deputy directors
  • Any other business that is to be considered at the general meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.
§10

Financial Year

The financial year is from 1 January to 31 December.

§11

Pre-emption clause

If a shareholder intends to transfer shares to another shareholder in the company, or to someone who is not a shareholder in the company, the other shareholders must be offered the opportunity to purchase the shares by submitting a written notice to the board of directors of the company. The notice must state the conditions that apply to the pre-emption. The offer of pre-emption may only be exercised for all of the shares covered by the offer. When a share has been offered for pre-emption, the board of directors shall immediately notify each pre-emption right holder in writing, requesting the person wishing to exercise the pre-emption right to make a written claim to the board of directors of the company within two months from the notification to the board of the offer of pre-emption. If several pre-emption right holders submit claims, the right of pre-emption between them shall be determined by the drawing of lots by the board of directors of the company or, if requested by any pre-emption right holder, by a notary public. If several shares have been offered, the shares shall, as far as possible, be distributed in proportion to previous holdings among those who have submitted claims for pre-emption. An action regarding pre-emption must be brought within two months from the day the person who wished to exercise the pre-emption right notified the board of directors of the company. Payment for shares that have been pre-empted must be made within one month from the time the price was determined.

§12

Pre-emption

If a share has been transferred from a shareholder to a person who is not a shareholder in the company, the other shareholders have the right to redeem the share. The right of redemption can be exercised even for a smaller number of shares than the offer includes. The new owner of the share must immediately notify the board of directors of the company in writing of the transfer. He must also show how he has acquired ownership of the share. When notification of a share transfer has been made, the board of directors shall immediately notify each entitled to redemption whose postal address is known to the company. The board encourages those entitled to redemption to make their redemption claims in writing to the company, no later than two months from the notification to the board of the transfer.

If more than one person entitled to redemption applies, all shares should, as far as possible, be distributed among those entitled to redemption in proportion to their previous holdings of shares in the company. Any remaining shares shall be distributed by lottery by the board of directors of the company or, if requested by any entitled to redemption, by a notary public.

If a share subject to redemption has been transferred for consideration, the redemption amount shall be equal to the consideration, unless special reasons require otherwise. The redemption amount shall be paid within one month from the time the redemption amount was determined.

An action in a pre-emption matter must be brought within two months from the day the redemption claim was made to the company.

§13

Settlement of disputes by arbitrators

If a dispute arises between the company and the board of directors, board member, managing director, liquidator or shareholder, it shall be referred to settlement by arbitrators in accordance with the Act (1999:116) on Arbitration.