Absolute majority reserved matters

About Sumthing
Published on
July 30, 2023

This article outlines the items in which we need approval from the independent organisation ensuring our steward-ownership principles: the Golden Share Foundation. Any of the following actions or decisions regarding the following Company matters will require the prior approval of the Absolute Majority:

a. amend the Articles of Association:

i. to change the goal, purpose or mission of the Company; or

ii. to create a new share class or amend the rights of attached to the Shares held by any of the Shareholders, unless if so required following any issuance of new Shares or for the creation of a new share class in relation to a new funding round, provided that in relation to such funding round no voting rights and no economic multiple higher than the first funding round shall be attached to such new Shares or share class;

b. decide upon an Exit;

c. purchase or sell any shares in another company, or any assets of another company outside the ordinary course of business (e.g., if not in line with the Company’s purpose);

d. reduce the issued share capital of the Company, or redeem or revoke (intrekken) any Shares;

e. issue new Shares other than Class B Shares or similar equity instruments or create or grant any option right or right to subscribe for or acquire, or convert any security into, any share capital of the Company;

f. the declaration, making or payment of any dividend (whether in cash or in specie) or other distribution by the Company, other than any allocation of profits in accordance the allocation mechanism outlined in the shareholder agreement

g. enter into a legal merger, demerger or other corporate restructuring;

h. grant any remuneration to STAK Sumthing Angels or Sumthing Foundation;

i. propose to dissolve, liquidate or wind up the Company or to take any other action seeking liquidation;

j. request suspension of payment or bankruptcy of the Company;

k. apply for a listing of the Shares or any other securities issued by the Company on any stock exchange;

l. sell or dispose of (whether by way of sale for valuable consideration or otherwise) all or substantially all of the assets and/or intellectual property of the Company;

m. sell, dispose of or Encumber any material asset of the Company;

n. exclusively license any material intellectual property of the Company to a third party;

o. establish and liquidate any Subsidiary of the Company, or sell a controlling interest in any Subsidiary of the Company;

p. materially change the nature of the Business, or the conduct of Business of the Company; or

q. change the rights or restrictions attaching to any Shares, unless already provided otherwise in this Agreement.

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