Articles Of Association

N.B. The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

1. Company Name

The name of the company is Swedish Stirling AB. The company is a public company (publ).

2. Registered Office

The registered office of the company shall be in the municipality of Göteborg.

3. Business

The company shall carry on marketing, sales, design and manufacturing of renewable energy systems, preferably stirling related, as well as conduct other business in relation thereto.

4. Share Capital

The share capital of the company shall be no less than SEK 900,000 and no more than SEK 3,600,000.

5. Number of Shares

The number of shares shall be no less than 90,000,000 and no more than 360,000,000.

6. Board of Directors

In addition to any board members appointed separately in accordance with applicable law, the board of directors shall consist of no less than four (4) and no more than eight (8) ordinary board members.

7. Auditor

An authorized public accounting firm shall audit the company’s annual accounts together with the accounting records and the board’s and, where applicable, the managing director’s administration of the company.

8. CSD-Company

The shares of the company shall be registered in a CSDregistered pursuant to the Financial Instruments (Accounts) Act (SFS 1998:1479).

9. Notices

Notices convening a general meeting shall be made by announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company website. It shall be announced in Svenska Dagbladet that notice has been duly made.

Shareholders wishing to participate in a general meeting must be registered in a transcript or other presentation of the share register on the record date for the general meeting, which is established in accordance with the Swedish Companies Act, and must notify the company of their intention to attend the meeting not later than the day stipulated in the notice convening the general meeting. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than five weekdays before the general meeting.

10. Annual General Meeting

An annual general meeting of the shareholders shall be held within six (6) months of meeting the expiry of each financial year. At the annual meeting the following matters shall be dealt with:

(a) Election of chairman of the meeting;

(b) Preparation and approval of voting list;

(c) Approval of the agenda;

(d) Election of one (1) or two (2) persons to approve the minutes;

(e) The question as to whether the meeting has been duly convened; and

(f) Presentation of the annual report and auditor’s report and, if applicable, the group annual report and the group auditor’s report
   

Resolutions

(a) on adoption of the profit and loss statement and balance sheet and, if applicable, the group profit and loss statement and the group balance sheet;

(b) on allocation of the company’s profit or loss in accordance with the adopted balance sheet;

(c) on discharge from liability against the company for the members of the board of directors and, where applicable, auditors and deputy auditors;

(d) Resolution on the number of board members and deputy board members and, where applicable, auditors and deputy auditors;

(e) Resolution on fees for the board of directors and, where applicable, the auditors;

(f) Election of the board of directors and, where applicable, auditors and deputy auditors; and

(g) Any other matter to be dealt with at the general meeting under the articles of association or the Swedish Companies Act.

11. Place

Any general meeting shall be held at the place where the company has its registered office or in Stockholm.

12. Votes

At the general meeting, each shareholder may vote for all the shares possessed or represented by him without limitation.

13. Financial Year

The financial year of the company shall be the calendar year.


Below, the Articles of Association is available for download.