Articles of Association
- Operating name
- The company’s operating name is aXichem AB (publ).
- Base of the board
- The board shall be based in the Municipality of Lund.
- The object of the company’s operations is to carry out research, development, production and sale of organic chemical products for ecological application within aquaculture, agriculture and forestry and operations compatible therewith.
- Share capital
- The share capital must be a minimum of SEK 2,500,000 and a maximum of SEK 10,000,000.
- Number of shares
- The company must have a minimum of 10,000,000 and a maximum of 40,000,000 shares.
Shares must be issued in two series, series A and B.
A share of series A carries one (1) vote and a share of series B carries one tenth (1/10) of a vote. Shares of each share class can be issued in a number corresponding to the entire share capital.
If the company decides to issue new shares of series A and series B through a cash issue or set-off issue, owners of shares of series A and series B shall have preferential rights to subscribe for new shares of the same share type in relation to the number of shares the holder previously owns (primary preferential right) . Shares that are not subscribed for with primary pre-emptive rights must be offered to all shareholders for subscription (subsidiary pre-emptive right). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares must be distributed among the subscribers in relation to the number of shares they previously own and, to the extent that this cannot be done, by lot.
If the company decides through a cash issue or set-off issue to issue shares only of series A or series B, all shareholders, regardless of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in relation to the number they previously owned.
What has been said above shall not imply any limitation in the possibility of making a decision on a cash issue or set-off issue with a deviation from the shareholders' pre-emptive right.
In the event of an increase in the share capital through a bonus issue, when new shares are issued, new shares must be issued of each type of share in relation to the number of shares of the same type that already exist. In doing so, old shares of a certain type shall carry the right to new shares of the same type. What has just been said shall not imply any restriction on the possibility to issue shares of a new type through a bonus issue, after the required amendment of the articles of association.
If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders have a preferential right to subscribe for warrants and convertibles as if the issue concerned the shares that may be newly subscribed due to the option right or the shares that the convertibles may be exchanged for.
Owners of series A shares shall have the right to request that series A shares be converted into series B shares. The request for conversion, which must be made in writing and specify the number of shares to be converted, must be made to the company's board of directors. The company's board must notify the conversion to the Swedish Companies Registration Office without delay for registration.
The conversion is effected when registration takes place. The company's board must then arrange for the conversion of the shares in the respective holder's VP account as soon as possible. The company implements the necessary measures for the conversion free of charge for shareholders four times a year. Such measures are carried out at the end of each quarter regarding requests received by the company no later than seven days before the end of the quarter. Shareholders also have the right to have the conversion carried out at other times, but then against compensation for this.
- The board shall comprise at least three and at most ten members with at most ten deputies.
The board is to be elected annually at the Annual General Meeting for the period up until the next Annual General Meeting has been held.
- At least one and at most two auditors, with at most two deputy auditors, shall be appointed to audit the company’s annual accounts and also the administration of the company by the board and the managing director.
- Notice of general meetings shall be announced in Post- och Inrikes Tidningar[Swedish Official Gazette]and on the company’s website. An announcement that notice has been given shall be made in Svenska Dagbladet.
A shareholder shall notify the company’s board before 12 noon on a certain day to be allowed to attend a general meeting. This day, which may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and which may not fall earlier than the fifth working day before the meeting, shall be stated in the notice for the meeting.
General meetings shall be held either in Lund or Malmö.
- Matters at the Annual General Meeting
- The following matters shall be dealt with at the Annual General Meeting:
- Election of chair forthe meeting
- Preparation and approval of the voting list
- Approval of the proposed agenda
- When appropriate, election of one or more persons to check and verify the minutes
- Consideration of whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report
- Decisions concerning:
- adoption of the income statement and balance sheet
- the appropriation of the limited company’s profit or loss according to the balance sheet adopted, and
- discharge from liability for members of the board and managing director
- Determination of fees for the board and auditor
- Election of the board and, when appropriate, auditors together with deputy board members and deputy auditors
- Other matters which are to be dealt with by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
- Financial year
- The financial year of the company shall comprise the calendar year.
- CSD clause
- The company’s shares shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).