This is a translation of the Swedish Articles of Association. The Swedish version is the official version and can be found here.
The company name is Eolus Vind Aktiebolag (publ).
The Board of Directors is based in Hässleholm, Sweden.
The company is to, directly or indirectly through subsidiaries, conduct project development, construction, sales, operation- and asset management services of wind power facilities, other facilities related to renewable energy and facilities for energy storage, and any other associated operations.
Share capital is to consist of a minimum of SEK 18,114,400 and a maximum of SEK 72,457,600, divided among minimum of 18,114,400 to maximum of 72,457,600 shares.
The number of shares shall not be less than 18,114,400 and not more than 72,457,600.The shares may be Class A shares or Class B shares. The Class A grants 1 vote and the Class B share grants 1/10 of a vote. The number of Class A shares to be issued is not more than 4,114,000and the number of Class B shares to be issued isnot more than 68,343,600.
When the share capital increases through a cash issue or set-off issue, shareholders have preferential rights to the new shares in proportion to the number of shares they already own. Owners of Class A shares are primarily entitled to new Class A shares, and owners of Class B shares are primarily entitled to new Class B shares. Shares that are not subscribed to by shareholders with priority are to be offered to all shareholders, and if the entire number of shares subscribed due tothe latter offer are not available, the shares are to be divided among the subscribers in proportion to the number of shares they already own, and through a lottery to the extent this is not possible.The same preferential rights are to apply in case of issue of warrants and issue of convertibles instruments. When share capital is increased through a bond issue, Class A shares and Class B shares are to be issued in proportion to the number of shares of the same class that already exist. The existing sharesare thus to yield priority to the new shares of the same class in relation to the proportion of share capital that they represent.
At the request from a shareholder, Class A shares (one or more), belonging to that shareholder, shall be converted to Class B shares. Such request of conversion shall be made during the months of January and July each year (the“Conversion Periods”). The request of conversion, which shall be made in writing and provide the number of shares to be converted, shall be submitted to the Board of Directors no later than the final day of the current Conversion Period.<
By the end of each Conversion Period, the Board of Directors shall consider the requestof conversion. Immediately thereafter, the Board of Directors shall report the conversion to the Swedish Companies Registration Office for registration. The conversion is effected when it has been registered in the Register of Companies and noted in the CSD Register.
The Board of Directors is to consist of 4 to 10 members and a maximum of 6 deputies. The members and deputies are elected annually at the Annual General Meeting, for a term until the end of the next Annual General Meeting.
The Board of Directors may authorize a person not on the Board to be a company signatory.
One or two auditors, and a maximum of two deputies are elected at the Annual General Meeting. A registered public accounting firm may also be designated as an auditor or deputy auditory.
The General Meeting shall be held in Hässleholm, Malmö, Göteborg or Stockholm.
Notice to a General Meeting must be issued by placing an advertisement in Post- och Inrikes Tidningar and on the Company’s website. An advertisement that the notice has gone out shall be published in Dagens Industri.
Shareholders who wish to participate in a General Meeting are to be listed in the printout or another version of the entire shareholders’ register on the record date of the General Meeting in accordance with the Swedish Companies Actand also notify the company by no later than on the date stipulated in the notice. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekday before the meeting.
The following issues are to be raised for consideration at the Annual General Meeting, which is held once per year within six months of the end of each financial year:
1 Election of chairman of the meeting;
2 Preparation and approval of voting register;
3 Approval of the agenda;
4 Election of two persons to attest the minutes;
5 Determination of whether the meeting has been duly convened;
6 Presentation of annual report and auditor’s report, as well as group accounts and auditor’s report for the group;
a) on adoption of the income statement and balance sheet, as well as group income statement and consolidated balance sheet;
b) on appropriation of the company’s profit or loss according to the adopted balance sheet;
c) on discharge of liability to the members of the Board of Directors and the Managing Director;
8 Establishment of the fees for the Board of Directors and auditors;
9 Election of the Board of Directors and deputies, as well as auditors and any deputy auditors;
10 Other issues which the General Meeting must address pursuant to the Companies Act or the Articles of Association.
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
At the General Meeting, each shareholder entitled to exercise its voting right may vote for all owned and represented shares without limitation on the number of votes.
The company’s financial year is 1 January – 31 December