Articles of association

Articles of association of Odd Molly International AB. Adopted by the Annual General Meeting on April 14, 2011.

§ 1 Company name

The name of the Company is Odd Molly International AB. The Company is a public company (publ).

§ 2 Registered office

The registered office of the Board of Directors is in Stockholm.

§ 3 Operations

The object of the Company is to design and sell clothing and accessories and to carry on other related activities.

§ 4 Share capital

The share capital shall amount to no less than 500,000 Swedish kronor and no more than 2,000,000 Swedish kronor.

§ 5 Number of Shares

The number of shares shall amount to no less than 5,000,000 and no more than 20,000,000.

§ 6 Board of Directors and Auditors

The Board of Directors shall consist of 3-10 Directors with 0-10 deputies, who are elected annually at the Annual General Meeting until the conclusion of the next Annual General Meeting. One or two Auditors with or without the deputies are elected at the Annual General Meeting until the end of the first Annual General Meeting held after the election.

§ 7 Notice of the Annual General Meeting

Notice of the Annual General Meeting shall be announced in Post- och Inrikes Tidningar (Swedish Official Gazette) and the notice shall be made available on the company´s website. While the notice is made, the information that the notice has been made is advertised in Svenska Dagbladet.

Notice of Annual General Meeting and notice of Extraordinary General Meeting at which a question of amending the Articles of Association shall be considered, shall be issued not earlier than six weeks prior to the meeting and at the latest four weeks prior to the meeting. Notification of other Extraordinary General Meeting shall be given not earlier than six weeks and at the latest three weeks before the meeting.

To be admitted to the Annual General Meeting, a shareholder shall notify the company no later than 4:00 pm on the day specified in the notice convening the meeting.

This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays before the meeting.

A shareholder may be accompanied at the Annual General Meeting by one or two persons, provided that the shareholder has notified the company to this effect according to the previous paragraph.

§ 8 Annual General Meeting

The Annual General Meeting is held within 6 months of the conclusion of the financial year. The following matters shall be dealt with at the meeting:

  1. Election of a Chairman of the meeting.
  2. Preparation and approval of a voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to check the minutes.
  5. Examination whether the meeting has been properly convened.
  6. Presentation of the annual report and Auditors’ report and, where applicable, the consolidated accounts and Auditors’ report on the Group.
  7. Resolutions with respect to
    a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet,
    b) appropriation of the company’s profit or loss according to the adopted balance sheet and discharge of the Directors and in the President from liability.
  8. Determination of the remuneration payable to be Board of Directors and the Auditors.
  9. Election of the Directors and, when applicable, the Auditors as well as any Deputy Auditors.
  10. Other matters which shall be dealt with after the meeting according to the Swedish Companies Act or the Articles of Association.

Every shareholder entitled to vote at the Annual General Meeting may do so for the entire number of shares he or she owns and represents without any limitations on their voting rights.

§ 9 Financial year

The company’s financial year is January 1-December 31.

§ 10 Record day provision

The Company’s shares shall be registered in a VPC register (Sw avstämningsregister) according to the Financial Instruments Accounts Act (1998:1479).