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Articles of association 2017-02-07T14:32:03+00:00

Bolagsordning Smart Energy Sweden Group AB (publ), org.nr. 556756-4611

§1 Enterprise
The Company’s enterprise is Smart Energy Sweden Group AB (publ).

§2 Headquarters
The board of directors of the Company shall have its headquarters in the municipality of Gothenburg, in the county of Gothenburg.

§3 Commercial activity
The Company shall, directly or via its subsidiaries, engage in the extraction of oil and gas, sale of fuel, petroleum products, management of its own petrol stations and trade and administration of securities and property, and in this way engage in appropriate commercial activity.

§4 Share capital
The Company’s share capital shall amount to no less than SEK 20,000,000 and no more than SEK 80,000,000.

§5 Number of shares
The number of shares issued must not be less than 200,000,000 and must not exceed 800,000,000.

§6 Financial year
The Company’s financial year shall run from 1/1 to 31/12.

§7 The board of directors
The Company’s board of directors shall be made up of no less than three and no more than eight members, with no more than three deputies. The board is selected annually at an annual general meeting and remains in place until the following annual general meeting is held.

§8 Auditor
For the purpose of examining the Company’s annual financial statement in comparison with the Company’s accounts and the board of directors’ and the executive director’s administration, an auditor is appointed.

§9 Invitation to annual shareholders’ meeting and right to attendance of annual meeting
Invitation to the annual shareholders’ meeting shall take place at the earliest 6 weeks and at the latest 4 weeks before the meeting, with the exception of extra annual shareholders’ meetings at which changes to the Company’s articles of association are not to be discussed, invitation to which shall take place at the latest two weeks prior to the meeting. Invitation to the annual shareholders’ meeting shall take place via an advertisement placed in the newspaper Post- och Inrikes Tidningar (The Swedish Official Gazette) and on the Company’s website. An advertisement stating that an invitation to the meeting has been issued must be placed in the newspaper Dagens Industri. In the event that Dagens Industri ceases to be published, an advertisement must instead be placed in the newspaper Svenska Dagbladet.
Shareholders who wish to participate in negotiations at the annual shareholders’ meeting must fulfil two requirements: they must be included in a printed copy or another description of the entire register of shareholders describing conditions at the Company five days prior to the meeting, and must give notice to the Company of their attendance at the meeting by at the latest 12:00 on the date stated in the invitation to the meeting. This date may not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall later than five working days prior to the scheduled date of the meeting.

§10 Agenda for the annual meeting
The following matters will be addressed at the annual meeting.

  1. Appointment of the chair of the meeting.
  2. The establishment and approval of the electoral register.
  3. Appointment of an attestor.
  4. A review of whether the meeting has been called in the stipulated manner.
  5. Approval of proposals for the agenda.
  6. Presentation of the annual financial report and the auditor’s report, and where relevant presentation of the consolidated financial statement and the consolidated audit report.
  7. Decisions
    a. finalisation of the consolidated statement of income and the balance sheet, and where relevant of the consolidated income statement and consolidated balance sheet,
    b. dispositions of the Company’s profit or loss in accordance with the finalised balance sheet, including freedom from liability with respect to the members of the board of directors’ and the executive directors.
  8. Determination of the board of directors’ and the auditor’s fees.
  9. Selection of:
    a. the members of the board of directors and any deputies
    b. auditors and any deputy auditors.
  10. Other matters which arise at the annual shareholders’ meeting in accordance with the Swedish Companies Act and/or the Company’s articles of association.

§11 Record day provision
The Company’s shares shall be registered in a securities register in accordance with the regulation (1998:1479) concerning accounting of financial instruments.