Articles Of Association

SWEDISH STIRLING AB Reg. No. 556760-6602 

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 1,250,000 and no more than SEK 5,000,000.

5. SHARES

5.1 Number of shares 

The number of shares shall be no less than 125,000,000 and no more than 500,000,000.

5.2. Classes of shares and voting rights

Shares may be issued in two classes, ordinary shares and preference shares. Each ordinary share entitles the holder to one (1) vote. Each preference share entitles the holder to one-tenth (1/10) of a vote. Ordinary shares may be issued up to an amount corresponding to no more than 100 per cent of the share capital. Preference shares may be issued up to an amount corresponding to no more than 100 per cent of the share capital.

5.3 Dividend

If the general meeting resolves on dividends, preference shares shall carry preferential rights before ordinary shares to dividend, as set out below.

The preference shares shall confer a preferential right over the ordinary shares to an annual distribution of dividends of SEK twenty (20) per preference share (“Preference Dividend “), with quarterly payments of SEK five (5) per preference share with record days as set out below.

The payment of dividends on preference shares shall be made quarterly in SEK. The record days for the payment of dividend on preference shares shall be 30 June, 30 September, 30 December and 31 March. In the event such day is not a banking day, the record date shall be the closest preceding banking day. Dividend payments on preference shares shall be made on the third banking day after the record date. “Banking day” refers to a day that is not a Sunday, a public holiday or a day that in relation to the payment of debt instruments is equal to a public holiday (such equal days are at the time of the adoption of this Articles of Association Saturday, Midsummer Eve, Christmas Eve and New Year’s Eve).

If no dividend has been paid on preference shares, or if only dividends less than the Preference Dividend has been paid, the preference shares shall carry entitlement to, in addition to future Preference Dividend, also receive an amount, evenly distributed on each preference share, corresponding to the difference between what should have been paid according to the above and the amount that was paid (“Outstanding Amount ”), before additional preference shares may be issued or value transfer to holders of ordinary shares may occur. The Outstanding Amount will be adjusted upwards by a factor corresponding to an annual interest rate of ten (10) percent (“Indexation Amount ”), whereby adjustment upwards shall start from the quarterly date when the payment of part of the Preference Dividend was made (or should have been made, in the event that no dividend was paid at all). The distribution of the Outstanding Amount is also conditional upon that the general meeting resolves to pay dividend.

The preference shares shall not otherwise carry entitlement to dividend.

5.4 Redemption of preference shares

A reduction of the share capital, although not below the minimum share capital, may be made by way of redemption of a certain number or all preference shares following a resolution by the board of directors.

The allocation of which preference shares that shall be redeemed shall be made pro rata in relation to the number of preference shares that each preference shareholder owns. If the allocation as set out above does not amount to an even number of shares, the board of directors shall decide on allocation of the additional preference shares to be redeemed.

Any holder of a preference share determined for redemption shall be obliged, three months after being notified of the redemption resolution, or, in instances where court approval for the decrease is required, three months after the holder has been notified of the fact that the court’s legally binding decision approving the redemption has been registered, to accept payment for the share in an amount corresponding to 130 per cent of the amount paid in SEK for each preference share at the first new issue of preference shares plus any Outstanding Amount in accordance with section 5.3 (including any Indexation Amount on such Outstanding Amount up to and including the day on which the redemption amount falls due for payment). All interest calculation shall cease on the day on which the redemption amount falls due for payment. The redemption amount for each redeemed preference share shall however never be lower than the share’s quota value.

5.5 Dissolution of the company

In the event of dissolution of the company, preference shares shall entail preferential rights over ordinary shares to receive, from the company’s assets, an amount per preference share corresponding to the amount received if the shares would have been redeemed as per section 5.4, before distribution to ordinary shareholders. The preference shares shall not otherwise carry entitlement to any distribution rights.

5.6. Recalculation at certain corporate actions

If the number of preference shares is changed by way of reverse share split, share split or other similar corporate actions, the amounts to which the preference share is entitled according to 5.3-5.5 shall be recalculated to reflect this change.

5.7 New issues

Should the company decide to issue new shares of more than one class through a cash issue or a set-off issue, holders of ordinary shares and preference shares shall have pre-emption rights to subscribe for new shares of the same class in proportion to their existing shareholding in that class (primary pre-emption rights). Shares that are not subscribed for with primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Should the number of shares offered in this way not be enough for subscription through subsidiary pre-emption rights, said shares shall be apportioned among subscribers in proportion to their existing shareholdings, regardless of whether the shares in the company already held by them are ordinary shares or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery.

Should the company decide to issue new shares of only one class through a cash issue or a set-off issue, the existing shareholders of the class of shares that is the subject of the new issue shall carry pre-emption rights to such new shares in proportion to their existing shareholding in that class (primary pre-emption rights). Shares not subscribed for with primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Should the number of shares offered in this way not be enough for subscription through subsidiary pre-emption rights, said shares shall be apportioned among subscribers in proportion to their existing shareholdings, regardless of whether the shares in the company already held by them are ordinary shares or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery.

Should the company decide through a cash issue or a set-off issue to issue warrants or convertible debentures, shareholders shall have pre-emption rights to subscribe for warrants as if the issue was in respect of the shares that may be subscribed for by exercising the warrants and to subscribe for convertible debentures as if the issue was in respect of the shares that the convertible debentures may be exchanged for.

The aforesaid shall not imply any limitation in the possibility of a decision on cash issue or set-off issue with divergence from shareholders’ pre-emption rights.

An increase of the share capital by a bonus issue, where new shares are issued, may only occur by an issue of new ordinary shares. In such case, only holders of ordinary shares have pre-emption rights to such new ordinary shares in proportion to their existing shareholding of ordinary shares. What has just been said shall not imply any limitation in the possibility to issue new classes of shares through a bonus issue, after necessary amendments to the Articles of Association.

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 CSD-register 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:

Below, the Articles of Association is available for download.