Articles of Association
Articles of association for Azelio AB (publ), registration number 556714-7607, adopted by the extraordinary general meeting on 12 November 2018
1 § Name
The company’s name is Azelio AB. The company is a public limited
liability company (publ).
2 § Registered office
The board of directors’ registered office shall be situated in
Gothenburg.
3 § Object of the company’s business
The object of the company’s business is to conduct research,
production, sale and installation of products within the energy
industry; development of software for control, regulation
and monitoring within the solar energy industry; storage and
distribution of electricity and gas; engineering services within the
energy industry and any other activities compatible therewith.
4 § Share capital
The share capital shall be not less than SEK 8,500,000 and no
more than SEK 34,000,000.
5 § Number of shares
The number of shares shall be no less than 17,000,000 and not
more than 68,000,000.
6 § Board of directors
The board of directors shall consist of no less than three (3) and
no more than ten (10) directors.
7 § Auditors
The company shall appoint an accounting firm; or no less than
one and no more than two auditors, with or without deputy
auditors, for the review of the Company’s annual report, accounts
and the management of the board of directors and the CEO.
8 § Notice
Notice of general meetings shall be published in the Swedish
Official Gazette (Sw. Post- och Inrikes Tidningar) and be kept
available on the company’s website. At the time of the notice, an
announcement with information that the notice has been issued
shall be published in Svenska Dagbladet. The general meeting
shall be held where the company has its registered office, in Åmål
or in Stockholm.
9 § Participation in general meetings
Shareholders who wish to participate at a general meeting shall
be registered as shareholders on a transcript of the entire share
register as stipulated in Chapter 7, Section 28, third paragraph
of the Swedish Companies Act (2005:551) that relates to the
conditions prevailing five workdays prior to the meeting and shall
also provide notification of their intention to attend the meeting
no later than on the date stipulated in the notice convening the
general meeting. The latter mentioned day must not be a Sunday,
any other public holiday, Saturday, Midsummer’s Eve, Christmas
Eve or New Year’s Eve and must not be more than the fifth
weekday prior to the meeting.
A shareholder may be accompanied by advisers (not more than
two) when attending a general meeting under the condition that
the shareholder notifies the company in accordance with what
has been stated in the preceding paragraph.
10 § General meeting
The annual general meeting shall be held annually within six (6)
months after the end of the financial year.
The following business shall be addressed at annual general
meetings:
1. Election of a chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes
of the meeting;
5. Determination of whether the meeting was duly convened;
6. Presentation of submitted annual report and the auditors’
report and, where applicable, the consolidated financial
statements and the auditors’ report for the group;
7. Resolutions
a. regarding the adoption of the income statement and the
balance sheet and, when applicable, the consolidated income
statement and the consolidated balance sheet;
b. regarding allocation of the company’s profits or losses in
accordance with the adopted balance sheet;
c. regarding discharge of the members of the board of directors
and the managing director from liability;
8. Election of the members of the board of directors and
auditors and, where applicable, deputy auditors;
9. Determination of fees for members of the board of directors
and auditors;
10. Other matters, which are set out in the Swedish Companies
Act or the company’s articles of association.
11 § Collection of proxies
The board of directors may collect proxies at the expense of the
company in accordance with the procedure described in Chapter
7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551).
12 § Financial year
The company’s financial year shall comprise 1 January ���31
December.
13 § VPC company
The company’s shares shall be registered in a securities register in
accordance with the Swedish Central Securities Depositories and
Financial Instruments Accounts Act (1998:1479).