§ 1Company name
The company’s name is SeaTwirl AB (publ). The company is public.
§ 2The board’s registered office
The board of directors shall have its registered office in the municipality of Gothenburg.
§ 3Operations
The company shall conduct the development, manufacture and sale of products, services and systems for energy conversion, energy extraction and energy storage, and activities compatible therewith.
§ 4Share capital
The share capital shall be not less than 5,000,000 SEK and not more than 20,000,000 SEK.
§ 5Number of shares
The number of shares in the company shall be not less than 5,000,000 and not more than 20,000,000.
§ 6Board of directors
The board of directors shall consist of not less than three and not more than ten board members, with not more than ten deputy board members.
§ 7Auditor
One auditor, with or without a deputy auditor, shall be appointed to examine the company’s annual report and the administration by the board of directors and the CEO.
§ 8Notice of general meeting
Notice of an Annual General Meeting, and notice of an Extraordinary General Meeting at which an amendment of the articles of association is to be considered, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other Extraordinary General Meeting shall be issued no earlier than six weeks and no later than three weeks before the meeting.
Notice of a general meeting shall be given by advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. The fact that notice has been given shall be advertised in Svenska Dagbladet.
§ 9Right to participate in a general meeting
A shareholder who wishes to take part in the proceedings at a general meeting shall be entered in the share register in the manner prescribed by the Swedish Companies Act, and shall notify the company of their participation no later than the day stated in the notice of the meeting. That day may not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth working day before the meeting. If the notice states no final day for notification, notification is not a requirement for participating in the general meeting.
§ 10Postal voting
The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). Ahead of a general meeting, the board of directors may resolve that the shareholders shall be able to exercise their voting rights by post before the general meeting.
§ 11Opening of a general meeting
The Chair of the Board, or whoever the board of directors appoints for the purpose, opens the general meeting and conducts the proceedings until a chair of the meeting has been elected.
§ 12Business at the Annual General Meeting
The following business shall be conducted at the Annual General Meeting:
- Election of the chair of the meeting
- Preparation and approval of the voting list
- Election of one or more persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the proposed agenda
- Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report on the consolidated financial statements
- Resolutions on: a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet, b) the appropriation of the company’s profit or loss according to the adopted balance sheet, c) discharge from liability for the board members and the CEO, where there is one
- Determination of the fees payable to the board of directors and the auditor
- Election of: a) the board of directors and any deputy board members, b) the auditor and any deputy auditor, when such an election is to be held
- Any other business incumbent on the meeting under the Swedish Companies Act (2005:551) or the articles of association.
§ 13Financial year
The company’s financial year shall comprise the period 1 January–31 December.
§ 14Central securities depository clause
The company’s shares shall be registered in a central securities depository register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).