Articles of association

2011-04-27

 

§1           Company

The company´s name is Willebrand Invest AB (publ).

 

§2           Registered office

The registered office is Skövde.

 

§3           Business activities

The company will engage in commerce and administration of securities and real estate and consulting services in management and related business.

 

§4           Share capital

The share capital is not less than 821,000 SEK and not more than 3.284 million SEK.

 The shares can be both A shares and B shares. A-share carries 10 votes and Series B shares carry one vote.

 

A shares can be issued up to a maximum of 3,284,000 and B-shares to a number not exceeding 3,284,000.  The new issue of shares or the issuance of warrants or convertible bonds in return for payment in cash or through debt set-off for

 

the old shares give priority for new shares of the same kind, however, that if only one of the share issuance, giving each old share, regardless of class of shares, preferential rights to new shares.

 

the shares not subscribed for by the first eligible shareholders will be offered to all shareholders.


if the full number of shares subscribed for by the latter offer can be issued, shares shall be distributed to the subscribers in proportion to the number of shares already held and, in so far as this can not be done, by lot.


The above conditions shall not constitute any restriction in the ability to decide on the issuance of shares or the issuance of warrants or convertible bonds for payment in cash or through debt set-off with deviation from preferential rights.


In the event of a bonus issue, shareholders have preferential rights to new shares in proportion to the number of shares they already own, which will apply to owners of shares of Series A shall be entitled to a new series A shares and holders of shares of series B shall have the right to new shares of series B in proportion to their share in the capital.  The foregoing shall not in any way limit the possibility of a bonus issue, following the required amendment to the articles of association, issue shares of a new class.

 

§5           Number of shares

Number of shares must be at least 821,000 and a maximum of 3,284,000.

 

§6           Board

The board consists of 3 -10 members, with no more than 10 deputies.  The board is elected annually at the AGM for the period until the next annual general meeting.

 

If the Board consists of one or two members, at least one deputy must be selected.

 

§7           Auditors

The company will select 1-2 auditors with or without deputy auditors.

 

§8           Notice

Notice of General Meeting shall be published in The Post and Domestic Newspapers and on the company website.  At the time of the notice, information that the notice has been advertised shall be announced in the newspaper called "Dagens Industri".  Notice of the AGM and other General Meeting shall be made not earlier than six weeks but no later than four weeks before the meeting. In the event of an extraordinary general meeting which shall not treat the case of amendment to the articles not earlier than six weeks and the last two weeks.

 

§9           General Meeting

The AGM is held annually within six months after year-end.

At the AGM, the following items of business shall be treated.

  1. Election of Meeting Chairman
  2. Preparation and approval of voting list
  3. Approval of Agenda
  4. Election of one or two minutes-checkers
  5. Confirmation that the meeting was duly convened
  6. Presentation of financial statements and any auditor's report and, where appropriate, consolidated financial statements and any auditor's report.
  7. Decisions on
    1. Determination of the income statement and balance sheet and, where appropriate, consolidated income statement and balance sheet
    2. Appropriation of the profit or loss according to the adopted balance sheet
    3. Discharge of the directors and chief executive from personal liability for the fiscal year
  8. Determination of fees for board and auditor
  9. Election of Directors and, where applicable, election of auditors and any deputy
  10. Other matters addressed by the Meeting in accordance with the statutes.

At the AGM, everyone is entitled to vote for the entirety of the owned or represented by shares, without restriction of voting rights.


§10        Financial year

Fiscal year is 0701 – 0630.

 

§11        Participation in the shareholders' meeting

In order to participate at a General Meeting, shareholders must register and number of assistants at the company before 16.00 on the last day, listed in the notice. This day may not be a Sunday, public holiday, Saturday, Midsummer Eve, and no earlier than five days before the meeting.  Attorneys need to notify the number. Antal biträden får högst vara två. Number of assistants shall not exceed two.