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Articles of association

§ 1 Business name

The business name of the company is Acconeer AB (publ). The company is public (publ).

§ 2 Registered office

The board of directors shall have its registered office in the Municipality of Malmö.

§ 3 Object

The object of the company’s business is to develop, construct, manufacture, license and sell high-frequency electronics, and to conduct other compatible operations therewith.

§ 4 Share capital

The share capital shall be no less than SEK 1,250,000 and no more than SEK 5,000,000.

§ 5 Number of shares

The number of shares shall be no less than 25,000,000 and no more than 100,000,000.

§ 6 Board of directors

The board of directors shall consist of no less than 3 and no more than 6 board members, with no more than 5 deputy board members.

§ 7 Auditors

To examine the company’s annual report and accounts, as well as the administration of the company’s affairs by the board of directors and the CEO, 1 auditor shall be appointed.

§ 8 Notice of general meetings, etc.

Notice of general meetings shall be made through announcement in Post- och Inrikes Tidningar and on the website of the company. The fact that notice has been issued shall be announced in Dagens Industri.

Shareholders wishing to attend a general meeting shall notify the company of the intention to attend no later than on the day stipulated in the notice of the general meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekday prior to the general meeting.

A shareholder may be accompanied by assistants at a general meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.

§ 9 Collecting of powers of attorneys and vote by post

The board of directors may collect powers of attorney in accordance with the procedure described in chapter 7 section 4 second paragraph of the Companies Act (2005:551).

The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting.

§ 10 The right for persons not being shareholders to attend a general meeting

The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a general meeting.

§ 11 Annual general meeting

The following items shall be on the agenda of the annual general meeting.

  1. Election of chairman of the annual general meeting.
  2. Drafting and approval of voting list.
  3. Election of one or two persons to countersign the minutes.
  4. Determination as to whether the meeting has been duly convened.
  5. Approval of agenda.
  6. Presentation of the annual accounts and the auditor’s report.
  7. Resolutions on.
    – Approval of the income statement and balance sheet.
    – Dispositions of the company’s profit or loss in accordance with the adopted balance sheet.
    – Discharge from liability of the board of directors and the CEO.
  8. Determination of the fees to the board of directors and the auditors.
  9. Election of board members and auditor.
  10. Any other matters to be considered by the general meeting in accordance with the Swedish Companies Act (2005:551) or the articles of association.

§ 12 Financial year

The company’s financial year shall be 1 January – 31 December.

§ 13 CSD Clause

The company’s shares shall be registered in a central securities depositary (CSD) register in accordance with the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 14 General meeting location

General meetings may be held in Malmö, Lund or Stockholm.