Articles of Association
Section 1 Company name
The Company’s name is ES Energy Save Holding AB (publ).
Section 2 Registered office
The registered office of the Board of Directors shall be in the municipality of Alingsås in the county of Västra Götaland.
Section 3 Operations
The Company shall develop, produce, import, design, install and sell heat pumps, heat pump equipment and heat pump systems through subsidiaries with a view to saving energy, owning intangible assets such as patents and software and owning and managing property, shares and participations in subsidiaries and associated companies and activities compatible therewith.
Section 4 Share capital
The share capital shall be no less than SEK 8,000,000 and no more than SEK 32,000,000.
Section 5 Number of shares
The number of shares shall be no fewer than 3,684,760 and no more than 14,739,040.
Section 6 Class of shares
The shares shall be issued in two series, class A shares and class B shares. Class A shares carry ten (10) votes per share, while class B shares carry one (1) vote per share. Shares of each class may be issued in a number equal to the entire share capital.
If a decision is made by the Company to issue new shares by way of a cash issue or set-off issue, old shares shall give preferential rights to new shares of the same class in proportion to the number of shares previously held by the holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for subscription with subsidiary preferential rights, the shares shall be distributed among subscribers in proportion to the total number of shares which they already own in the Company. Allocation shall take place by the drawing of lots insofar as that this cannot be done in respect of a particular share/shares.
If a decision is made by the Company to issue shares of only one class by way of a cash issue or set-off issue, all shareholders, regardless of the class of shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares which they previously held.
The above does not imply any limitation of the possibility to approve a cash issue or set-off issue that deviates from shareholders’ preferential rights.
The provisions set out above regarding shareholders’ preferential rights shall apply mutatis mutandis to the issue of warrants and convertibles.
In the event of an increase in the share capital by means of a bonus issue, new shares of each share class are to be issued in relation to the number of shares of the same class that were issued previously. Hence old shares of a certain share type shall carry preferential rights for new shares of the same class. The above shall not imply any limitation of the opportunity to issue shares of a new class by means of a bonus issue, following the requisite alteration of the Articles of Association.
Section 7 Board of Directors
The Board of Directors shall comprise no fewer than three and no more than ten members, with no more than five deputy directors. The directors and deputy directors of the Board of Directors are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
Section 8 Auditors
The Company shall have 1 or 2 auditors with no more than 2 deputy auditors or a registered audit firm.
Section 9 Notice of meeting and prior notification
Notice of a general meeting shall be published in Post- och Inrikes Tidningar and by making the notice available to view on the company’s website. The Company shall announce in Dagens Industri that the notice to attend has been issued at the same time as the notice to attend is issued.
Shareholders who wish to participate in the proceedings at the general meeting of shareholders shall notify the Company no later than the date indicated in the notice that convenes the general meeting of shareholders. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and it may not fall earlier than the fifth weekday prior to the meeting.
Section 10 Matters at the Annual General Meeting
The following matters shall be discussed at the Annual General Meeting:
1. Election of the Chairman of the general meeting of shareholders
2. Preparation and approval of the voting register
3. Election of one or two people to verify the minutes
4. Examination of whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and auditor’s report
7. Resolutions
a) on the adoption of the income statement and balance sheet
b) on the appropriation of the company’s profit or loss according to the adopted balance sheet
c) on the discharge from liability of directors and the Chief Executive Officer
8. Determination of the remuneration of directors and the auditor
9. Election of the Board of Directors and auditor
10. Any other business on which the meeting is required to make decisions pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
Section 11 Fiscal year
The Company’s fiscal year shall run from 1 May to 30 April
Section 12 Record day provision
The Company’s shares shall be registered in a CSD register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) (record day provision).
