Articles of association
The Articles of Association listed below were adopted by the Extra General Meeting on Novembert 16, 2015.
THE ARTICLES OF ASSOCIATION FOR RABBALSHEDE KRAFT AB (PUBL)
The name of the company is Rabbalshede Kraft AB (publ).
2 Registered office
The registered office shall be County of Västra Götaland and the Municipality of Tanum.
The object of the company’s operations is to engage in the planning, operation of, and investments in, wind power and other types of renewable energy and to conduct other related operations in Sweden and abroad.
4 Share capital
The company’s share capital shall amount to not less than SEK 700,000,000 and not more than SEK 2,800,000,000, distributed among a minimum of 70,000,000 shares and a maximum of 280,000,000 shares.
5 Number of shares
The shares may be Class A or Class B shares. Class A shares entitle the holder to one (1) vote and Class B shares entitle the holder to one-tenth (1/10) of a vote.
Class A shares may be issued in a minimum number of 0 and a maximum of 1,000,000, and Class B shares in a minimum number of 70,000,000 and a maximum of 279,000,000.
In the event of an increase in share capital through a cash issue or an offset issue, shareholders have preferential rights to the new shares in relation to the number of shares already held. Holders of Class A shares are thus primarily entitled to new Class A shares and holders of Class B shares are primarily entitled to Class B shares. Shares that are not subscribed for by the primarily entitled shareholders shall be offered to all shareholders, and unless all of the shares that are subscribed for under the aforementioned offer can be issued, then the shares shall be allocated among the subscribers in relation to the number of shares previously held, and, insofar as this is not possible, through lottery. In the event that only Class B shares are issued, holders of both Class A and Class B shares have preferential rights to the shares in relation to their proportion of the share capital. The same preferential rights shall apply in the issue of warrants and convertibles.
In the event of an increase in share capital through a bonus issue, Class A and Class B shares shall be issued in relation to the number of shares of the same type that already exist. Accordingly, the old shares shall entitle the holder to new shares of the same type in relation to their proportion of share capital.
6 Conversion clause
Class A shares shall, upon request of the owner of such shares, be possible to convert into Class B shares. Holders of Class A shares are entitled to demand that all or part of their Class A shareholdings be converted to Class B shares. The request for conversion shall be made in writing to the company, stating the number of Class A shares to be converted. The Board shall subsequently report the conversion without delay to the Swedish Companies Registration Office for registration. The conversion will be in effect as soon as the registration is completed and the conversion has been noted in the central securities depository register.
7 Securities depository registration clause
The company’s shares shall be registered in a securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
8 Board of Directors
The Board of Directors shall comprise not less than three and not more than eight members.
To review the company’s Annual Report and accounts, as well as the management of the Board and President, the Annual General Meeting shall appoint one (1) or two (2) auditors, with or without deputies, or one (1) or two (2) auditing companies.
10 Notice of the General Meeting of Shareholders
Notices of the General Meeting of Shareholders and of Extraordinary General Meetings at which matters regarding amendments to the Articles of Association are to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than three weeks prior to the Meeting.
Notices of the General Meeting of Shareholders shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and the company's website. That notice has been made shall be announced in Dagens Industri and Göteborgs Posten.
The General Meeting of Shareholders shall be held in Rabbalshede or Gothenburg.
11 Right to participate in the General Meeting of Shareholders
Shareholders who want to participate in the General Meeting of Shareholders shall be listed in print-outs or other representation of the entire share register as set forth in Chapter 7, Section 28, Paragraph three of the Swedish Companies Act (2005:551), concerning the circumstances five (5) weekdays prior to the meeting, and notify the company not later than at the time and date specified in the notice to the Meeting. The aforementioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
Shareholders may bring one or two assistants to the General Meeting of Shareholders, although only if the shareholder has provided notification of this in accordance with the previous paragraph.
12 Agenda at the Annual General Meeting
- At the Annual General Meeting the following matters shall be addressed:
- Election of Chairman of the meeting.
- Confirmation and approval of the voting register.
- Election of one or two officers to verify the minutes.
- Confirmation that the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the Annual Report and the Auditor's Report.
- Resolutions concerning
a. adoption of the Income Statement and the Balance Sheet
b. disposition of the company’s profit or loss in accordance with the adopted Balance Sheet, and
c. discharge of the members of the Board and the managing director from personal liability when applicable.
- Approval of fees for members of the Board and the auditors.
- Election of Board members and election of the auditors.
- Other matters to be addressed at the General Meeting of Shareholders in accordance with the Swedish Companies' Act (2005:551) or the Articles of Association of the company.
13 Fiscal year
The company’s fiscal year shall be from January 1 – December 31.
This is a translation of the Swedish version of the articles of association. In case of any inconsistency in relation to the Swedish version of the articles of association, the Swedish version shall prevail.