Articles of Association

Articles of Association

§1 Company name

The name of the company is Powercell Sweden AB (publ). The Company is public.


§2 Registered office

The registered office shall be in the municipality of Gothenburg.


§3 Activities

The company shall pursue development, sales and delivery of systems and components for power generation, among other things based on fuel-cells, as well as any activities compatible therewith.


§ 4 Share capital

The share capital shall be minimum SEK 500 000 and maximum SEK 2 000 000.


§ 5 The Shares

There shall be minimum 20 000 000 and maximum 80 000 000 shares.


§ 6 Board of directors

The board of directors shall consist of minimum five and maximum five ordinary board directors with a maximum of seven deputy board directors.


§ 7 Auditors

For review of the company’s annual report and the accounts as well as the administration of the board of directors and the managing director, one authorised auditor or registered accounting firms, with or without deputy auditor, is elected.


§ 8 Summons

Summons to the shareholder’s meeting shall be made by advertising in Post- och Inrikes Tidningar and on the company’s webste. That summons to the shareholders’ meeting is made shall be advertised in Dagens Industri.


§ 9 Right to participate in shareholders’ meeting

Shareholder who wishes to participate in the shareholders’ meeting must be registered in such transcription or other preparation of the entire share register as mentioned in 7 chap. 28 § third section in the Swedish Companies Act (2005:551), regarding the conditions five workdays prior the meeting, and announce their participation to the company no later than the time stated in the summons. Last mentioned day cannot be a Sunday, or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and cannot occur earlier than the fifth workday prior to the meeting.

The shareholder may bring one or two assistants to the shareholders’ meeting, but only if the shareholder announces this in accordance with above.


§ 10 Annual general meeting

The annual general meeting shall be held within six months from the end of the financial year. At the annual general meeting the following matters shall be attended to:

– Election of chairman of the meeting
– Drawing up and approval of the voting list
– Election of one or two persons to attest the minutes
– Determination that the meeting has been duly convened
– Approval of the agenda
– Presentation of the annual report and the audit report, and if applicable the report of the Directors and comments on the annual accounts
– Resolutions regarding
a. adoption of the income statement and the balance sheet, and, if applicable, the report of the Directors and comments on the annual accounts.
b. allocation of the profit or loss according to the adopted balance sheet
c. discharging the board directors and the managing director from liability.
– Resolution regarding fees for the board members and auditors
Election of board directors and, in the event thereof, auditors and deputy auditors

Other matters to be referred to the annual general meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.


§11 Financial year

The company’s financial year shall be calendar year.


§ 12 Securities depository registration clause

The shareholder or administrator whom on the record day is registered in the share register and in a securities depository register in accordance with Chapter 4 in the Swedish Financial Instruments Accounts Act (1998:1479) or registered in securities depository accounts in accordance with Chapter 4 Paragraph 18 First section 6-8 in above mentioned act, is assumed to be authorized to exercise the rights stated in Chapter 4 Paragraph39 of the Swedish Companies Act (2005:551).


The English text is an uncertified translation and in the event of any inconsistency between the English text and the Swedish text, the Swedish text shall prevail.