Articles of Association
Articles of Association · 2024-05-03
§ 1 Company name
The company's name is GreenMerc AB (publ).
§ 2 Registered seat of the board
The board has its registered seat in Stockholm.
§ 3 Operations
The company shall develop and operate web-based software services and conduct activities compatible therewith.
§ 4 Share capital
The share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.
The number of shares in the company shall be no fewer than 14,100,000 and no more than 56,400,000. The shares may be class A shares and class B shares. A class A share carries 10 votes and a class B share carries 1 vote.
Class A shares may be issued up to a maximum of 56,400,000 and class B shares up to a maximum of 56,400,000.
In the event of a new issue of shares, or an issue of warrants or convertibles against cash payment or set-off of claims, the following applies:
- that existing shares carry pre-emption rights to new shares of the same class,
- that shares not subscribed for by the shareholders with primary entitlement shall be offered to all shareholders, and
- that if the full number of shares subscribed for under the latter offer cannot be issued, the shares shall be allocated among the subscribers in proportion to their existing holdings and, to the extent this is not possible, by drawing of lots.
The above shall not entail any restriction on the possibility to resolve on a new issue of shares, or an issue of warrants or convertibles against cash payment or set-off of claims, with deviation from the shareholders' pre-emption rights.
In the event of an increase of the share capital through a bonus issue, shareholders have pre-emption rights to the new shares in proportion to their existing holdings.
§ 5 Board of directors
The board consists of 3 – 10 members with a maximum of 10 deputy members.
§ 6 Auditors
The company shall appoint 1 – 2 auditors, with or without deputy auditors.
§ 7 Notice of general meetings
Notice of a general meeting shall be given by announcement in Post- och Inrikes Tidningar and on the company's website. At the time of the notice, information that notice has been given shall be announced in Svenska Dagbladet. Notice of the annual general meeting shall be given no earlier than six and no later than four weeks before the meeting. General meetings may be held digitally.
§ 8 Annual general meeting
The annual general meeting is held each year within 6 months after the end of the financial year. The following matters shall be addressed at the annual general meeting:
- Election of the chairman of 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 auditor's report
- Resolutions on the adoption of the income statement and balance sheet, on the allocation of profit or loss, and on discharge from liability for board members and the CEO
- Determination of fees for the board and the auditors
- Election of the board and the auditors
- Any other matter to be addressed by the meeting under the Swedish Companies Act or the articles of association
§ 9 Financial year
The financial year runs 0101 – 1231.
§ 10 Participation in general meetings
To participate in a general meeting, a shareholder shall notify the company of their attendance and the number of assistants before 4:00 p.m. no later than the day stated in the notice of the meeting.
§ 11 CSD provision
The company's shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).