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 Göteborg.


§3 Activities

The company shall, direct or indirect, 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 seven ordinary board directors and zero 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 firm, with or without deputy auditor, is elected.


§ 8 Summons

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


§ 9 Right to participate in the shareholders’ meeting

A shareholder who wishes to participate in the General Meeting may do so only if the shareholder notifies the company on the date specified in the summons to the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s eve, Christmas eve or New Year’s eve and not fall earlier than the fifth working day before the meeting.

A shareholder may, at the General Meeting, be accompanied by one or two assistants, however, only if the shareholder notifies the company of the number of assistants in the manner specified in the previous paragraph.

The Board of Directors has the right to resolve that anyone who is not a shareholder in the company shall, under the conditions resolved by the Board of Directors, have the right to attend or otherwise follow the proceedings at the General Meeting.


§ 10 Collection of proxies and postal voting

The Board of Directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

Prior to a General Meeting, the Board of Directors may resolve that the shareholders are able to exercise their voting rights before the General Meeting in accordance with the provisions of Chapter 7, Section 4 of the Swedish Companies Act (2005:551).


§ 11 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:

1. Election of chairman of the meeting
2. Drawing up and approval of the voting list
3. Election of one or two persons to attest the minutes
4. Determination that the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and the audit report, and if applicable the report of the Directors and comments on the annual accounts
7. Resolutions regarding
a) adoption of the profit and loss account 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

8. Resolution regarding fees for the board members and auditors
9. Election of board directors and, in the event thereof, auditors and deputy auditors
10. Resolution of guidelines for compensation to senior management
11. Other matters to be referred to the annual general meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.


§12 Financial year

The company’s financial year shall be calendar year.


§ 13 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 of the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 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 authorised to exercise the rights stated in Chapter 4 Paragraph 39 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.