Governance

Article of Association

Truecaller AB (publ)

§ Name of the company 

The name of the company is Truecaller AB. The company is a public company (publ).

§ 2 Registered office of the company 

The registered office of the company is situated in the municipality of Stockholm, County  of Stockholm. 

§ 3 Objects of the company 

The object of the company is to directly or indirectly develop and publish software and  related activities.  

§ 4 Share capital 

The share capital of the company shall amount to not less than SEK 600,000 and not  more than SEK 2,400,000. 

§ 5 Number of shares 

The number of shares in the company shall be not less than 300,000,000 and not more  than 1,200,000,000 shares. 

§ 6 Classes of shares 

6.1 Classes of shares that may be issued 

The company shall be able to issue shares of 6 classes. These shares may comprise ordinary shares class A, ordinary shares class B, preference shares class A, preference shares  class B, preference shares class C and preference shares class D.  

Shares of each class may be issued in a number corresponding to at most 100 percent of  the share capital.  

6.2 Voting rights 

Ordinary shares class A carry 10 votes per share. All other shares (regardless of class)  carry 1 vote per share.  

6.3 Right to the company’s assets and profits 

In the event of (i) distribution of profits; (ii) liquidation of the Company, or (iii) any other value transfer from the Company shall: 

1) Preference shares class D have priority before other classes of shares to receive  funds until the total amount paid per share to holders of preference shares class  D amounts to USD 0,912; whereafter 

2) Preference share class C have priority before other classes of shares to receive  funds until the total amount paid per share to holders of preference shares class  C amounts to USD 0.368; whereafter 

3) Preference shares class B have priority before other classes of shares to receive  funds until the total amount paid per share to holders of preference shares class  B amounts to USD 0.116; whereafter 

4) Preference shares class A have priority before other classes of shares to receive  funds until the total amount paid per share to holders of preference shares class  A amounts to USD 0.084; whereafter 

5) Ordinary shares class A and ordinary shares class B have priority before other  classes of shares to receive funds until the total amount paid per share to holders  of ordinary shares class A and ordinary shares class B equals the amount received per preference share class A; whereafter 

6) Preference shares of class A, Ordinary shares class A and Ordinary shares class  B have priority before other classes of shares to receive funds until the total  amount paid per share to holders of Preference share of class A, Ordinary shares  class A and Ordinary shares class B equals the total amount received per Preference share of class B under 3) above minus the amount received according to 4) and 5) above respectively; whereafter 

7) Preference shares class B, preference shares class A, ordinary shares class A and  ordinary shares class B have priority before other classes of shares to receive  funds until the total amount paid per share to holders of preference shares class  B, preference shares class A, ordinary shares class A and ordinary shares class B  equals the total amount received per preference share class C according to 2) above minus the amount received according to 3)-6) above respectively; where after 

8) Preference shares class C, preference shares class B, preference shares class A,  ordinary shares class A and ordinary shares class B have priority before other  classes of shares to receive funds until the total amount paid per share to holders  of preference shares class C, preference shares class B, preference shares of class  A, ordinary shares class A and ordinary shares class B equals the total amount  received per preference share class D according to 1) above minus the amount received according to 2)-7) respectively; whereafter 

9) Remaining funds be distributed pro rata among all shares. 

The funds shall, in case all shares that shall receive funds according to the above cannot receive the entire amount set out in the respective section, be distributed pro rata to the  extent possible within the respective section. 

6.4 Priority right upon issue of shares,  etc. 

In the event of an increase of the share capital by way of a cash issue or a set-off issue,  old shares shall have a priority right to subscribe for new shares of the same class (primary right of priority). Shares that are not subscribed for with a primary right of priori ty shall be offered to all shareholders, irrespective of class of share (subsidiary right of  priority). If the shares offered in this way are insufficient for the subscriptions made  with a subsidiary right of priority, the shares shall be distributed between the subscribers in proportion to the number of shares they already own and, to the extent that this is  not possible, by the drawing of lots. 

Should the Company decide not to issue shares of all classes in conjunction with a cash  issue or a set-off issue, all shareholders, irrespective of class of share, shall have a priori ty right to subscribe for new shares in proportion to the number of shares they already  own.

Should the Company decide to issue subscription warrants or convertibles by way of a  cash issue or a set-off issue, the shareholders shall have respectively a priority right to  subscribe for such warrants as if the issue related to those shares for which a new subscription may be made pursuant to the subscription warrants and have a priority right to subscribe for convertibles as if the issue related to those shares for which the convertibles may in the future be exchanged. 

The above provisions shall not entail any limitation to the power to make decisions concerning a cash issue or set-off issue deviating from the priority right of the shareholders. 

In the event of an increase in share capital by way of a bonus issue, new shares of each  class shall be issued in proportion to the number of shares of the same class that already  existed. Old shares of a certain class shall in that event carry a right to new shares of the  same class. This provision shall not entail any limitation to the power to issue new  shares of a new class by way of a bonus issue, following any necessary amendments to  the Articles of Association. 

6.5 Conversion of ordinary  shares class A and preference shares 

Ordinary shares class A and preference shares class A-D shall, upon request of the owner  of such shares be converted to ordinary shares. Conversion requests must be made in  writing by the shareholder to the company's board. The notice shall state the number of  shares to be converted, and, if conversion will not relate to the owner's entire holding, which shares shall be converted. The board is obliged to process the request on the board  meeting immediately following the request. The conversion shall be promptly submitted  for registration with the Swedish Companies Registration Office and shall be effective  when registration of the conversion has been made with the Swedish Companies Registration Office and in the company’s share register kept by Euroclear Sweden. 

Upon completion (two business days following the day the shares are listed for the first  time) of an IPO (as defined below), each preference share class A, B, C and D shall automatically be converted to an ordinary share class B, without any additional action by  the holder. The board of directors shall immediately after such completion file the con version for registration and the conversion shall be effective when registration of the  conversion has been made with the Swedish Companies Registration Office and in the  company’s share register kept by Euroclear Sweden. An “IPO” means that the shares in  the company becomes subject to a public and organized trade on a regulated market or  other marketplace. 

§ 7 Board of directors 

The board of directors of the company shall, with respect to board members elected by  the general meeting, consist of not less than 3 and not more than 7 board members. 

§ 8 Auditors 

The company shall have a registered public accounting firm as auditor.

§ 9 Convening general meeting 

Notice of the annual general meeting and notice of extraordinary general meeting where  amendment of the company’s articles of association shall be resolved shall be given not  earlier than six weeks and not later than four weeks prior to the meeting. Notice of other extraordinary general meeting shall be given not earlier than six weeks and not later  than three weeks prior to the meeting. Notice of the general meeting shall be given by  announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by  keeping the notice available at the company’s website. Announcement that notice has  been given shall be given in Svenska Dagbladet.  

Shareholders intending to participate in the general meeting shall both be recorded in a  transcript or other account of the entire share ledger pertaining to the circumstances six  banking days before the meeting and notify the company accordingly by 4 p.m. on the  date specified in the notice. Such date may not be a Sunday, public holiday, Saturday,  Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth  business day before the meeting. 

Any shareholder or proxy may bring no more than two advisors to the general meeting  and only if the shareholder has notified the company of the number of such advisors in  accordance with the provisions of the previous paragraph. 

§ 10 Opening of the general meeting 

The chairman of the board of directors, or a person appointed by the board of directors  for this purpose, opens the general meeting and presides over the proceedings until a  chairman of the general meeting is elected.  

§ 11 Annual general meeting 

The annual general meeting shall be held each year within six months of the expiry of the  financial year. 

The following matters shall be addressed at the annual general meeting:

1. Election of a chairman of the meeting. 

2. Preparation and approval of the voting register. 

3. Approval of the agenda. 

4. Election of one or two persons to attest the minutes. 

5. Determination as to whether the meeting has been duly convened. 

6. Presentation of the annual report and the auditor’s report and, if applicable,  the consolidated annual report and the auditor’s report on the consolidated  annual report. 

7. Resolution: 

in respect of the adoption of the profit and loss statement and the balance sheet  and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet; 

in respect of the allocation of the company’s profits or losses as set forth in the  adopted balance sheet; and 

in respect of discharge from liability of the board members and the managing  director.  

8. Determination of fees for the board of directors and, if applicable, fees for the  auditors. 

9. Election of board members and, if applicable, public accounting firm or auditors and deputy auditors when applicable. 

10. Any other matter which rests with the general meeting in accordance with the  Swedish Companies Act or the company’s articles of association. 


§ 12 Postal voting 

Prior to a general meeting, the board of directors may decide that the shareholders shall  be able to exercise their voting rights by post before the general meeting in accordance with what is stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).  


§ 13 Financial year 

The financial year of the company shall be calendar year 


§ 14 CSD registration provision 

The company’s shares shall be recorded in a CSD register in accordance with the Central  Securities Depositories and Financial Instruments Accounts Act (1998:1479).