Corporate Governance

Swedish Stirling AB (publ) (the “Company”), is a Swedish public limited with company corporate identity number 556760-6602. The Board of Directors is based in the municipality of Gothenburg, Sweden. The Company’s corporate governance is, in addition to what follows from Swedish law, rules and regulations, applicable EU regulations, good practice on the stock market and Nasdaq First North’s Rule Book for Issuers, based on the Swedish Corporate Governance Code (“the Code”) and applicable instructions, which are available at corporategovernanceboard.se. The Code applies to companies whose shares are traded on a regulated market in Sweden, currently Nasdaq Stockholm and NGM Equity. According to the Nasdaq First North’s Rule Book for Issuers, companies listed on Nasdaq First North Premier Growth Market shall apply the Code. Swedish Stirling’s shares are listed on Nasdaq First North Premier Growth Market and therefore applies the Code.


Liquidation

Swedish Stirling decided in March 2023 to liquidate the business. The liquidator is lawyer Hans Andersson, Advokatbyrån Kaiding.

The decision on liquidation means that the liquidator takes the place of the Board of Directors and the CEO and that no election of functionaries takes place.

Annual General Meeting

According to the Swedish Companies Act, the annual general meeting of the shareholders is the highest decision-making body of the Company. The general meeting can rule in every regard of the Company that is not explicitly contained in the area of competence of another of corporate body.

The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, at General Meetings all shareholders are entitled to ask the Board and CEO questions regarding matters on the agenda and the company’s relation to another group company. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the Group.

A shareholder who wishes that a matter is addressed at a General Meeting must submit a written request to this effect to the Board. The request must be received by the Company no later than seven weeks prior to the General Meeting, or in due time for the matter to be included in the notice convening the General Meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the General Meeting (including during the General Meeting).

Eligibility to attend the Annual General Meeting

In order to participate in a General Meeting, shareholders must notify the Company no later than the day specified in the notice convening the General Meeting. Shareholders unable to attend the meeting in person may be represented by proxy. In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.

Chief Executive Officer and Senior Executives

The CEO of Swedish Stirling has liability to the Board and is according the Swedish Companies Act responsible for the ongoing management of the Company’s interests, in accordance to the guidelines and instructions provided by the Board.

Nomination Committee

The purpose of the nomination committee is to provide the coming annual meeting with suggestions regarding members of the Board, financial compensation for the Board and auditor, chairman of the Board, president of the annual meeting as well as outlines for the structure of nomination committee to the next annual meeting.