Article of Association

    Article of Association

    Article Of Association Klimator AB 

    Company Registration Number 556617–7803 

    • 1 Company name

    The company’s name is Klimator AB (publ). 


    • 2 Registered office

    The company is registered in Gothenburg Municipality, Västra Götaland Län. 


    • 3 Activity

    Sales, licensing and development of software and hardware within the field of road climatology. (innovation of hardware and software, as well as consulting activities). 


    • 4 Share capital

    The share capital is at least SEK 500,000 and at most SEK 2,000,000. 


    • 5 Number of shares

    The number of shares must be at least 10,000,000 and at most 40,000,000 shares. 


    • 6 Board of Directors

    The Board of Directors will consist of at least four (4) and at most eight (8) members, and at least zero (0) and at most eight (8) deputies.  


    • 7 Auditors

    For the review of the company's annual report together with the accounts and the administration of the board and the managing director, one or two auditors are appointed, alternatively a registered audit firm with a principal auditor, who must be elected at the annual general meeting. 


    • 8 Notice convening a general meeting

    The notice convening a general meeting will be given by advertisement in post- and domestic newspapers and on the company's website. At the same time as the notice is issued, the company must inform through advertising in Dagens Industri that the convening notice has taken place. 


    Notice to the annual general meeting as well as notice to an extraordinary general meeting where the question of amending the articles of association will be dealt with must be issued no earlier than six weeks and no later than four weeks before the meeting. 


    A notice convening other extraordinary general meeting of shareholders shall be issued at the earliest six weeks before and at the latest two weeks before the meeting. 


    • 9 Notice of attending a general meeting

    Shareholders with the right to participate in the general meeting must have been listed in the share register in the manner prescribed in chapter 7, section 28, paragraph 3 of the Swedish Companies Act and who have registered with the company no later than the day specified in the notice to the general meeting. A shareholder wishing to attend a general meeting must notify this to the company by no later than the date stated in the notice convening the general meeting. This date may not be a Sunday, other public holidays, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than five business days before the general meeting.  




    • 10 General meetings

    At the annual general meeting the following matters must be considered. 


    1. Election of chair and secretary of the annual general meeting. 
    1. Creation and approval of the voting list. 
    1. Approval of the agenda. 
    1. Election of one or two approvers of the minutes. 
    1. Determination of whether the annual general meeting has been duly convened. 
    1. Consideration of the submitted annual report and audit report and, if appropriate, the consolidated annual report and consolidated audit report. 
    1. Decisions concerning 
    1. approval of the statement of income and balance sheet and, if appropriate, the consolidated annual report and consolidated audit report, 
    1. allocation of the company’s profit or loss in accordance with the approved balance sheet, and 
    1. discharge of the members of the Board of Directors and the CEO. 
    1. Determination of the remuneration of the Board of Directors and the audit fees. 
    1. Election of the Board of Directors and any alternative members, and of the auditors and any alternatives, as appropriate. 
    1. Other matters to be considered by the annual general meeting in accordance with the Swedish Companies Act (1975:1385) or the Articles of Association. 


    • 11 Financial year

    The company’s financial year runs from 1 January to 31 December. 


    • 12 Registration provision

    The company’s shares must be book-entered to a CSD register in accordance with the Swedish Act (1998:1479) on central securities depositories and book entry of financial instruments. 



    Admitted at extraordinary general meeting 2020-02-19