Articles of Association
§1 Company name
The Company's business name (Sw. företagsnamn) is Hexatronic Group AB. The Company is a public company (publ).
§2 Object
The Company shall, directly or through subsidiaries, conduct business in the electronics industry with the development and sale of telecommunications and data communication products and electronic material, and conduct other activities compatible therewith.
§3 Domicile of the Board
The Board shall have its domicile in Gothenburg.
§4 Share capital and number of shares
The Company's share capital shall be not less than SEK 1 500 000 and not more than SEK 6 000 000.
The number of shares shall be not less than 200 000 000 and not more than 800 000 000.
Shares can be issued in two classes, ordinary shares and C shares. Ordinary shares carry one vote and C shares one tenth of a vote. Shares of each class may be issued in a number equal to the entire share capital. C shares are not entitled to dividends. In the event of the dissolution of the company, C shares are entitled to the same share in the company's assets as other shares, but not to an amount exceeding the quota value of the share.
If the company decides to issue new ordinary shares and C shares, against other payment than contribution in kind, holders of ordinary shares and C shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously owned 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 the subscription made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they already own and, to the extent that this cannot be done, by drawing lots.
If the company decides to issue only ordinary shares or C shares against payment other than in kind, all shareholders, regardless of whether their shares are ordinary shares or C shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already own.
The above provisions on shareholders' preferential rights shall apply mutatis mutandis to the issue of warrants and convertibles and shall not restrict the possibility to resolve on an issue with deviation from the shareholders' preferential rights.
In the event of an increase in the share capital by means of a bonus issue, new shares of each class shall be issued in proportion to the number of existing shares of the same class. In this connection, old shares of a given class shall carry entitlement to new shares of the same class. The foregoing shall not restrict the possibility of issuing new shares of a new class by way of a bonus issue, subject to the necessary amendment of the statutes.
A reduction in the share capital, but not below the minimum share capital, may, at the request of the holder of a class C share and following a decision by the company's board of directors or general meeting, be effected by the redemption of class C shares. Requests from shareholders must be made in writing. When a reduction decision is taken, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available. The redemption amount per C share shall be the quota value of the share.
Owners of shares notified for redemption shall be obliged to receive redemption of the share immediately upon receipt of notification of the redemption decision or, where the Swedish Companies Registration Office or the court's permission for the reduction is required, upon receipt of notification that the final decision has been registered.
C shares issued in the company may be converted into ordinary shares by decision of the Board of Directors. The Board of Directors shall thereafter immediately notify the conversion for registration with the Swedish Companies Registration Office. The conversion is executed when registration has taken place and the conversion has been recorded in the CSD register.
§5 Board of Directors
The Board of Directors shall consist of a minimum of three and a maximum of nine members.
§6 Auditor
The Company shall as Auditor have one or two auditors and not more than two deputy auditors or one registered audit firm.
§7 Notice of General Meeting
Notice of a General Meeting shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) as well as on the Company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Industri.
§8 The General Meeting
The General Meeting will be held in Gothenburg.
Shareholders wishing to attend a general meeting must register with the company no later than the day specified in the notice of the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, nor may it be earlier than the fifth weekday before the meeting.
A shareholder attending a General Meeting may be accompanied by one or two advisors given the Company notice of this in accordance with the above.
§9 Business of the Annual General Meeting
The following matters shall be considered at the Annual General Meeting:
- Election of the Chairman of the General Meeting
- Approval of the voting list
- Approval of the agenda
- Election of one or more scrutineers
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements
- Resolution on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Resolution on the appropriation of the company's profit or loss according to the adopted balance sheet
- Discharge of the members of the Board of Directors and the Managing Director
- Determination of the number of directors to be elected by the general meeting
- Determination of fees for the Board of Directors and the auditor
- Election of Board of Directors, auditor and deputy auditors
- Other cases
§ 10 Financial year
The financial year of the Company shall run from January 1 to December 31.
§ 11 Reconciliation clause
The Company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
§ 12 Collection of powers of attorney and postal voting
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).
The Board of Directors may decide before a General Meeting that shareholders may exercise their voting rights by post before the general meeting.