Articles of Association
Articles of Association of Concentric AB
Reg. No. 556828-4995
THE TEXT IN ENGLISH IS A TRANSLATION FROM SWEDISH. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE TWO, THE SWEDISH ORIGINAL TEXT SHALL PREVAIL
Articles of Association of Concentric AB Reg. No. 556828-4995
1. Company name
The name of the company is Concentric AB. The company is a public company (publ).
2. Registered office
The registered office of the Board of Directors is in the municipality of Stockholm, Stockholm County.
3. Objects of the company
The object of the company's operations is to directly or through holdings of shares and participations in other companies conduct development, manufacturing and sales of products, preferable to the vehicle and transportation industries, and to conduct other activities related to those stipulated above, and to manage securities, real estate and chattels.
4. Share capital
The share capital shall be not less than SEK 71,400,000 and not more than SEK 285,600,000.
5. Number of shares
The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
6. Board of Directors
The Board of Directors shall consist of not less than 3 and not more than 10 members without deputy members. The members of the Board shall be appointed annually at the Annual General Meeting for a time period up to and including the next Annual General Meeting.
7. Auditor
For the examination of the company's annual report and the accounts, as well as the management by the Board of Directors and the managing director, one registered accounting firm shall be appointed as auditor.
8. Convening of General Meeting
Notice convening a General Meeting shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company's website. It shall be advertised in Dagens Nyheter that notice convening General Meeting has been issued.
9. Right to attend General Meetings
Shareholders that wish to participate in a General Meeting shall notify the company of their intention to participate no later than on the date specified in the notice convening the meeting. Such day must not be a Sunday, other public holiday, Saturday. Midsummer's Eve, Christmas Eve or New Year's Eve and not occur earlier than the fifth weekday prior to the meeting.
10. Items at the Annual General Meeting
- The following items shall be addressed at the Annual General Meeting:
- Election of chairman of the meeting.Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check the minutes.
- Determination of whether the meeting was duly convened.
- Presentation of the annual report and the auditor's report as well as the group's consolidated annual report and the consolidated auditor's report.
- Resolutions regarding:
- adoption of the company's income statement and balance sheet as well as the group's consolidated income statement and balance sheet appropriation of profit and loss according to the adopted balance sheet, and discharge from liability of the Board members and the managing director.
- Resolution regarding the number of Board members.
- Determination of remuneration to the Board of Directors and the auditor.
- Elections of Board members and auditor.
- Other matter to be addressed by the General Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association of the company.
11. Financial year
The company's financial year shall be 1 January- 31 December.
12. Central securities depository registration
The company's shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
13. Proxies and Advance voting
The Board of Directors may gather proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting.
Adopted by the Extraordinary General Meeting on December 9, 2020.