Effective Date: 19 November 2025
Registered in Scotland, United Kingdom

PRELIMINARY STATEMENT
These Articles of Association constitute the internal governance document of Loviero Design Ltd, a private limited company incorporated under the Companies Act 2006. The Articles define the powers, rights, duties and responsibilities of directors, shareholders and officers, ensuring the company’s lawful and efficient operation in accordance with UK corporate law and ethical business standards.
The Company operates under the SIC codes associated with software development, information technology services and design-based creative industries, including:
Ready-made interactive leisure and entertainment software development
Other information technology service activities
Other information service activities not elsewhere classified
Specialised design activities
INTERPRETATION
Unless the context otherwise requires, words and expressions used in these Articles shall bear the meanings assigned by the Companies Act 2006, as amended from time to time.
References to “the Company” refer to Loviero Design Ltd, registered in Scotland.
References to “the Act” or “the 2006 Act” mean the Companies Act 2006 and any statutory modification thereof.
The singular includes the plural, and the masculine includes the feminine and vice versa.
LIABILITY OF SHAREHOLDERS
The liability of each shareholder is limited to the amount unpaid, if any, on the shares held by that shareholder.
DIRECTORS’ POWERS AND RESPONSIBILITIES
The directors shall be responsible for the general management and supervision of the Company’s affairs. Subject to the provisions of these Articles and the law, the directors may exercise all powers of the Company, including but not limited to:
developing and executing business strategy;
entering into contracts, partnerships and licensing agreements;
acquiring, leasing, selling or disposing of assets;
raising or investing funds;
appointing agents, contractors or advisors;
maintaining compliance with tax, employment and data protection regulations;
ensuring ethical conduct, cybersecurity and confidentiality across digital operations.
The directors may delegate any of their powers to committees or officers, subject to terms they deem appropriate. Delegated authority does not exempt directors from ultimate responsibility.
NUMBER AND APPOINTMENT OF DIRECTORS
The Company shall have at least one director. There shall be no maximum number of directors.
Directors are appointed by ordinary resolution of the shareholders or by decision of the existing directors.
A person may serve as a director if they:
are at least sixteen years old;
are not disqualified under any provision of the Companies Acts;
consent in writing to act as a director of the Company.
A register of directors shall be maintained at the Company’s registered office.
DECISION-MAKING BY DIRECTORS
Directors may take decisions at meetings, by written resolution, or through electronic communication where all eligible directors indicate agreement.
A quorum shall consist of at least two directors unless the Company has only one director, in which case that director may act alone.
The chairperson shall preside over meetings. If no chairperson is appointed or present, the directors may elect one of themselves to chair the meeting.
CONFLICTS OF INTEREST
A director must declare any personal or financial interest in a proposed transaction or arrangement with the Company.
A director may participate in discussions where permitted by law, provided that transparency and good faith are maintained.
Transactions involving conflicts of interest must be authorised by an independent resolution of the non-interested directors or shareholders.
SHARE CAPITAL AND RIGHTS
The Company’s issued share capital shall consist of ordinary shares, each carrying one vote at general meetings and an equal right to dividends and distribution of assets upon winding up.
Shares may be issued, transferred or redeemed in accordance with the Companies Act 2006 and resolutions passed by shareholders.
The Company may allot shares with preferential, deferred or other rights, as determined by ordinary resolution.
Share certificates shall be issued to all shareholders within two months of allotment or transfer.
TRANSFER OF SHARES
Shares are transferable by written instrument signed by the transferor and delivered to the Company for registration.
The directors may refuse to register a transfer if, in their opinion, it is contrary to the Company’s interests, unlawful, or not duly executed.
A record of all transfers shall be entered into the register of members.
DIVIDENDS AND DISTRIBUTIONS
The Company may declare dividends by ordinary resolution, following a recommendation from the directors.
No dividend shall be paid except out of profits available for distribution.
Dividends shall be distributed proportionally to the number of shares held unless otherwise specified.
Dividends not claimed within twelve years of declaration shall be forfeited and revert to the Company.
ACCOUNTS AND RECORDS
The Company shall maintain proper accounting records in compliance with the Companies Act 2006 and UK Generally Accepted Accounting Practice (UK GAAP).
Financial statements shall be prepared annually and submitted to shareholders for approval prior to filing with Companies House.
No shareholder shall have the right to inspect accounting records except as provided by law or authorised by the directors.
GENERAL MEETINGS
General meetings shall be convened as required by law or by the directors for business requiring shareholder approval.
At least fourteen (14) clear days’ notice shall be given to all shareholders specifying the time, place and agenda of the meeting.
A quorum shall consist of shareholders representing at least one-third of the total voting rights, unless otherwise agreed.
Resolutions may be passed by show of hands or by poll.
VOTING RIGHTS
Each ordinary share confers one vote upon the holder at general meetings.
Resolutions may be ordinary or special as defined by the Companies Act 2006.
Proxy voting shall be permitted in accordance with the statutory provisions.
Proxy notices must be received by the Company not less than forty-eight (48) hours before the meeting.
INDEMNITY AND INSURANCE
Subject to the Companies Act 2006, every director or officer of the Company shall be indemnified out of the Company’s assets against any liability incurred in the execution of their duties, provided such indemnity is lawful.
The Company may purchase and maintain insurance for the benefit of its directors and officers against any liability arising in connection with their duties.
COMPANY SEAL AND EXECUTION OF DOCUMENTS
The Company may, but is not required to, adopt a common seal.
Documents executed under seal or signed by at least one director shall be binding upon the Company.
Electronic execution and authentication of documents are valid in accordance with the Electronic Communications Act 2000.
COMMUNICATIONS AND NOTICES
Notices to shareholders may be delivered in writing, by post, or electronically to the address or email registered with the Company.
Electronic communications are deemed received within twenty-four (24) hours of transmission unless an error message indicates otherwise.
WINDING UP AND DISSOLUTION
Upon winding up or dissolution of the Company, any remaining assets after payment of debts and liabilities shall be distributed among shareholders in proportion to their shareholdings.
Any surplus intellectual property, proprietary software or design materials may, at the discretion of the directors, be transferred to a successor company or charitable organisation with similar objectives.
AMENDMENT OF ARTICLES
These Articles of Association may be amended or replaced only by special resolution of the shareholders in accordance with the Companies Act 2006.
GOVERNING LAW
These Articles shall be governed by and construed in accordance with the laws of Scotland and the United Kingdom.
Any disputes arising from the interpretation or application of these Articles shall be subject to the exclusive jurisdiction of the Scottish Courts.
Executed by Order of the Board of Directors of Loviero Design Ltd
Dated this 19th day of November 2025