ARTICLES OF ASSOCIATION OF PRIVATE LIMITED COMPANY ABC KAPITAL
1. The Articles of Association of the Private Limited Company ABC Kapital (hereinafter Private Limited Company) were approved by a memorandum of association on 15 July, 2014.
2. The business name of the Private Limited Company shall be Private Limited Company ABC Kapital.
3. The seat of the Private Limited Company shall be Tallinn, the Republic of Estonia.
4. The minimum share capital of the Private Limited Company shall be 2500 (two thousand five hundred) euros and the maximum capital of the Private Limited Company shall be 10,000(ten thousand) euros.
5. Shares may be paid for by monetary or non-monetary contributions. The procedure for payment shall be prescribed by a general meeting of shareholders.
6. The management board Private Limited Company shall valuate the non-monetary contributions. An auditor shall audit the valuation of the non-monetary contributions, if so provided by law.
7. The contribution for shares may exceed their nominal value.
8. Each 1 (one) euro of a share shall grant one vote.
9. A shareholder may freely transfer a share to another shareholder. Upon transfer of a share to a third person, the other shareholders shall have the right of pre-emption for 1 (one) month after presentation of the transfer agreement.
10. The Private Limited Company shall form a reserve capital from annual net profit transfers. The amount of the reserve capital shall be one-tenth of the share capital.
11. The financial year of the Private Limited Company shall be a calendar year (beginning on 1 January and ending on 31 December).
12. The Management Board is a directing body of the Private Limited Company, which represents and directs its activities. The Management Board of the Private Limited Company shall have one to five persons. The members of the Management Board shall be elected and removed by the shareholders.
13. The Private Limited Company shall be dissolved:
o By a resolution of the shareholders;
o By a court judgment;
o On other bases prescribed by law.
14. The liquidators of the Private Limited Company shall be members of the Management Board unless otherwise prescribed by a resolution of the shareholders or a court judgment.
15. Settlement of problems not prescribed in the present Articles of Association shall be based on the Commercial Code and other legal instruments.