Articles of Association
ARTICLES OF ASSOCIATION
ÅAC Microtec AB (reg. no 556677-0599) (the "Company")
Adopted at the extraordinary shareholders' meeting held on [29 January 2018].
1 § Name
The name of the Company is AAC Microtec AB. The Company is a public company (publ).
2 § Registered office
The board of directors' registered office is in Uppsala.
3 § Object of the company's business
The Company shall develop, manufacture and commercialize advanced miniaturized space- and aviation systems. Furthermore, within the same areas, the Company shall perform marketing, investigations, commissioned scientific research, and provide expertise and consultancy and other business related hereto.
4 § Share capital
The Company's share capital shall be not less than SEK 1,200,000 and not more than SEK 4,800,000.
5 § Shares
The number of shares in the Company shall be no less than 30,000,000 and no more than 120,000,000.
6 § Board of directors
The board of directors shall consist of not less than three (3) and not more than seven (7) members with not less than zero (0) and not more than three (3) deputy members.
7 § Auditor
The Company shall have not less than one (1) and not more than two (2) auditors with not more than two (2) deputy auditors. The auditor(s), or deputy auditor(s) (as applicable), shall be an authorized public accountant or a registered public accounting firm.
8 § Notice of shareholders' meeting
Notices of shareholders' meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company's website. At the same time as notice is given it shall be announced in Dagens industri that a notice has been made.
Shareholders wishing to participate in shareholders' meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the shareholders' meeting and notify the Company no later than the date specified in the notice of the shareholders' meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday before the shareholders' meeting. A shareholder may be accompanied by advisors at a shareholders' meeting only if he or she notifies the Company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.
9 § Matters to be addressed at annual shareholders' meetings
The following matters shall be addressed at annual shareholders' meetings:
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Submission of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report on the group;
- Resolution in respect of adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;
- Resolution in respect of allocation of the company's profit or loss according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors' and the managing director's discharge from liability;
- Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;
- Determination of fees payable to the members of the board of directors and the auditors;
- Election of the members of the board of directors, auditors and, where applicable, deputy auditors; and
- Other matters which are set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) or the company's articles of association.
10 § Collection of proxy forms
The board of directors may collect proxies at the company's expense pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act.
11 § Financial year
The company's financial year is 1 January - 31 December.
12 § CSD clause
The shares of the company shall be registered in a CSD register in accordance with the Central Securities Depositaries and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).