Articles of Association of MilDef Group AB (publ), corp. reg. no. 556893-5414.
The Company’s Articles of Association were approved at the Annual General Meeting held on May 12, 2022.
§ 1 Company name
The Company’s corporate name is MilDef Group AB. The company shall be a public company.
§ 2 Company’s head office
The Board of Directors is headquartered in Helsingborg.
§ 3 Business
The Company’s business shall be to own and manage shares in subsidiaries with operations in primarily technology as well as the technology sectors total defense and security, and to conduct operations compatible with them. In addition, the Company shall provide Group-wide services such as management, legal, HR and finance services in order to facilitate the operational activities of the subsidiaries.
§ 4 Company share capital
The share capital shall amount to not less than SEK 6,162,500 and not more than SEK 24,650,000.
§ 5 Number of shares in the Company
The number of shares shall be not less than 24,650,000 and not more than 98,600,000.
§ 6 Composition of the Board of Directors
The Board of Directors shall consist of no fewer than three (3) and no more than eight (8) members, without deputy members. The Board of Directors is elected each year at the Annual General Meeting for the period until the end of the next Annual General Meeting.
§ 7 Company’s auditors
For the audit of the Company, not less than one and not more than two registered accounting firms or not less than one and not more than two auditors shall be appointed at the Shareholders’ Meeting. The assignment as auditor shall remain in effect until the end of the Annual General Meeting held during the following financial year.
§ 8 Call to shareholders’ meeting
Notice of the Annual General Meeting or an extraordinary general meeting shall be given by means of advertising in the Swedish Official Gazette [Post- och Inrikes Tidningar] and on the Company’s website. The fact that the notice has been issued shall be posted in Swedish daily business newspaper, Dagens Industri.
§ 9 Items at the Annual General Meeting
The following items are to be addressed at an Annual General Meeting:
- Election of a chairperson for the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the audit report as well as the consolidated financial statement and the consolidated audit report.
- regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
- regarding disposition of the company’s profit or loss, according to the adopted balance sheet.
- regarding release from liability for members of the Board of Directors and the President.
- Determination of the number of board members and auditors.
- Determination of the remuneration for the Board of Directors.
- Determination of remuneration for the auditor(s).
- Election of the Board of Directors.
- Election of the auditor(s).
- Other items to be raised at the meeting in accordance with the Swedish Companies Act or the Company’s bylaws.
§ 10 Participation in a shareholders’ meeting
In order to be able to participate in a shareholders’ meeting, shareholders must notify the Company no later than the date specified in the notice of the meeting, whereby the number of assistants must be stated. This date may not be on a Sunday, a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than five working days prior to the meeting.
§ 11 Proxies
The Board of Directors may collect proxies according to the procedures specified in the Swedish Companies Act, Chapter 7, section 4, paragraph 2.
§ 12 Absentee voting
The Board of Directors may decide before a shareholders’ meeting that shareholders may vote by mail (or via a comparable digital system) before the shareholders’ meeting. The Board shall provide this information in connection with the notice of the shareholders’ meeting. The notice shall clearly describe the process and the procedure.
§ 13 Fiscal year
The Company’s fiscal year is to be the calendar year.
§ 14 VPC register provision
The Company’s shares must be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Act (1998:1479).