Articles of Association of Sustainable Energy Solutions Sweden Holding AB, 556530-5868
§ 1. Company name
The company name is Sustainable Energy Solutions Sweden Holding AB. The company is a public limited company (publ.).
§ 2. Headquarters
The headquarters of the Board of Directors are located in Stockholm (County), Municipality of Stockholm.
§ 3. Business activities
The company’s business activities will consist, directly and indirectly, of sales of energy-saving products and products that promote the living environment and health and comfort, as well as related activities.
§ 4. Share capital
The share capital will amount to a minimum of SEK 16,000,000 and a maximum of SEK 64,000,000.
§ 5. Number of shares
A minimum of 160,000,000 and a maximum of 640,000,000 shares. All shares will be of the same series.
§ 6. Board of Directors
The Board of Directors will consist of a minimum of three and a maximum of ten Board members
§ 7. Auditors
1-2 auditors with or without deputy auditors are appointed to audit the limited liability company’s annual report and financial statements and the Board of Directors’ and Chief Executive Officer’s management.
§ 8. Calls
Calls to Annual General Meetings and Extraordinary General Meetings at which matters relating to amendment of the Articles of Association will be discussed must be issued no more than six weeks and no less than four weeks before the General Meeting.
Calls to other Extraordinary General Meetings must be issued no more than six weeks and no less than two weeks before the General Meeting.
Calls to Annual General Meetings and Extraordinary General Meetings must be issued through an advertisement in Post&Inrikes Tidningar and must be made available on the company’s website. The fact that a call has been issued must be advertised in Svenska Dagbladet.
In order to take part in the discussions at a General Meeting, shareholders must be included in a printout of the full share register relating to the situation five working days before the General Meeting and must also notify the company on the day specified in the call to the General Meeting. That day must not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth weekday before the General Meeting.
Shareholders or shareholders’ representatives may take a maximum of two assistants to a General Meeting. Assistants to shareholders may be taken to a General Meeting only if a shareholder has notified the company of the number of assistants in advance. That notice must be given no later than the deadline for notification of a shareholders’ participation in the General Meeting.
§ 9. Matters at Annual General Meetings
Matters at Annual General Meetings
- Election of a Chairperson
- Establishment and approval of a register of voters.
- Election of one or two persons to check the minutes
- Verification of whether the Annual General Meeting is validly assembled.
- Adoption of the agenda.
- Presentation of the annual financial statements and auditors' report.
- Resolutions on the following.
a) Adoption of the income statement and balance sheet.
b) Allocation of the company’s profits or losses in accordance with the adopted balance sheet and
c) Discharge from liability for the Board Members and the Chief Executive Officer.
- Establishment of remuneration of the Board of Directors and the auditors.
- Election of the Board of Directors and auditors, where applicable.
- Other matters to be discussed at the General Meeting in accordance with the Swedish Companies Act (2005:551) or the company’s Articles of Association.
§ 10. Financial year
The company’s financial year will run from 1 January to 31 December.
§ 11 Record day provision
Any shareholder or manager that, on the record day, is entered in the share register and registered in a CSD register in accordance with Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or that is registered in a CSD account in accordance with Chapter 4, section 18, first paragraph 6-8 of the said Act will be presumed to be eligible to exercise the rights set out in Chapter 4, section 39 of the Companies Act.
These Articles of Association were adopted at an Extraordinary General Meeting held on 10/05/2021.
