The company’s business name is DevPort AB. The company is public (publ).
The board shall have its registered office in Gothenburg Municipality.
The company’s business operations entail the pursuit of design, innovation, development, prototype construction and consulting activities, primarily within the transportation industry, off-shore and industrial sectors, as well as the pursuit of other associated business operations.
The share capital shall comprise a minimum of SEK 1,000,000 and a maximum of SEK 4,000,000.
The number of shares shall be a minimum of 4,000,000 and a maximum of 16,000,000. The quota value per share is SEK 0.25.
Shares can be issued in two classes, designated class A and class B. Class A shares provide 10 votes and class B shares provide 1 vote. In all other matters, the two classes provide the same rights. A number of shares can be issued of each class with the combined total corresponding to the share capital.
If the company decides to implement a cash issue or an issue in kind of class A and class B shares, holders of class A and class B shares shall have pre-emption rights to subscribe for new shares of the same class corresponding to the number of shares already held by the shareholder (primary pre-emption right). Shares that are not subscribed for with pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption right).
If the shares that are offered in this way do not cover the subscriptions made with subsidiary pre-emption rights, the shares shall be divided between the subscribers in proportion to the number of shares already held and, to the extent this is not viable, via a draw.
If the company decides to implement a cash issue or an issue in kind of only class A or class B shares, all shareholders, regardless of whether their shares are of class A or class B, shall have pre-emption rights to subscribe for new shares proportional to the number of shares already held.
If the company decides to issue subscription options or convertibles via a cash issue or an issue in kind, the shareholders have pre-emption rights to subscribe for options as though the issue concerned the shares that can be subscribed for with the options and, correspondingly, pre-emption rights to subscribe for convertibles as though the issue concerned the shares for which the convertibles can be exchanged. This does not entail any encroachment on the possibility to decide on cash issues or issues in kind with departure from shareholders’ pre-emption rights.
If increasing the share capital via a bonus issue, new shares shall be issued of both classes in proportion to the existing number of shares of each class. In conjunction with this, all existing shares of a particular class shall provide the right to new shares of the same class. This does not entail any encroachment on the possibility to via a bonus issue, after making the necessary amendments to the articles of association, issue shares of a new class.
The board shall be comprised of a minimum of three and a maximum of seven board members with a maximum of three deputy board members.
The board members and the deputy board members shall be elected annually at the annual general meeting for the period running until the end of the next annual general meeting.
For the auditing of the company’s annual accounts and the administration of the board and the chief executive officer, a minimum of one and a maximum of two auditors shall be appointed with or without deputy auditors.
Notice of the general meeting is published in the Swedish Official Gazette and this notice is also made available on the company’s website. The notice shall also be published in the Swedish national daily newspaper Svenska Dagbladet.
The following items shall be included on the agenda of the ordinary general meeting:
- Elect the chair of the meeting.
b. Establish and adopt the voting list.
c. Elect one or more people to check the minutes.
d. Establish whether the meeting has been duly convened.
e. Adopt the agenda.
f. Present the annual accounts and the auditor’s report, as well as in applicable cases the consolidated accounts and associated auditor’s report.
g. Decisions concerning the adoption of the income statement and balance sheet and, in applicable cases, the consolidated income statement and balance sheet, appropriation of the company’s profit or loss according to the adopted balance sheet and, in applicable cases, the adopted consolidated balance sheet.
h. Decision to discharge from liability the members of the board and, if applicable, the chief executive officer.
i. Establish the number of board members and deputy board members and, in applicable cases, the number of auditors and deputy auditors.
j. Establish fees to the board and the auditors.
k. Elect the board and any deputy board members, as well as appoint the auditors and, if applicable, deputy auditors.
l. Any other business that arises at the meeting in accordance with the Swedish Companies Act (2005:551) or the articles of association.
The company’s financial year shall run from 1 January to 31 December.
The shareholder or trustee who on record day is registered in the register of shareholders and listed in the control register, in accordance with Chap. 4 of the Swedish Financial Instruments Accounts Act (1998:1479), or the person who is listed for the control account in accordance with Chap. 4, Section 18, Paragraph 1, Items 6-8 of the aforementioned act, shall be considered eligible to exercise the rights set out in Chap. 4, Section 39 of the Swedish Companies Act (2005:551).
Articles of Association adopted at an extraordinary general meeting.