Articles of Association
OX2's Articles of Association, most recently adopted at the Annual General Meeting held in Stockholm May 4, 2022. The Annual General Meeting, the highest decision-making body.
The articles contain a number of disclosures of a more fundamental nature for the Company, such as:
- What operations it is to conduct
- The size and the registered office of the Board of Directors
- The size of the share capital
- Any regulations on different types of shares (Series A and Series B shares)
- Conversion of shares
- Number of shares
- How notice of an Annual General Meeting is to be provided
The registered name of the company is OX2 AB (publ).
§ 2 Registered office
The company’s registered office is in Stockholm municipality.
§ 3 Operations
The object of the company is to, directly or indirectly, carry out project management, construction, production, financing, sales, letting, leasing, management, operation and service of energy facilities as well as development, production, distribution, consulting, sales, trade and management of energy and carry out other operations related thereto.
§ 4 Share capital
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
§ 5 Number of shares
The number of shares shall be not less than 250,000,000 and not more than 1,000,000,000.
§ 6 The board of directors
The company’s board of directors shall consist of not less than three and not more than ten directors without any deputy directors.
§ 7 The auditor
The company shall have one or two auditors. A registered accounting firm may be appointed as auditor. An auditor shall be appointed for the time period until the end of the annual general meeting that will be held during the first, second, third or fourth financial year after the election.
§ 8 Notice
Notice convening general meetings shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar), and by making the notice available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 9 Right to participate at general meetings
Shareholders intending to participate in general meetings must notify the company no later than the day stated in the notice convening the meeting.
At a general meeting, shareholders may be accompanied by one or two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.
§ 10 Financial year
The company’s financial year shall be 1 January–31 December.
§ 11 Collection of powers of attorney and voting by post
The board of directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4 second paragraph of the Swedish Companies Act.
In connection with a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights by post, prior to the general meeting.
§ 12 The annual general meeting
At the annual general meeting, the following matters shall be addressed:
- Election of a chair of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to verify the minutes;
- Determination whether the meeting has been duly convened;
- Presentation of the annual report and the auditor’s report, and as applicable, the consolidated financial report and the auditor’s report in respect thereof;
7.1 on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet
7.2 on the disposition of the company’s profit or loss as shown in the adopted balance sheet
7.3 on discharge of liability of members of the board and the managing director
- Determination of the number of members of the board of directors, and the number of auditors;
- Determination of the fees to be paid to the members of the board of directors and the auditors;
- Election of the members of the board of directors and, if applicable, auditor; and
- Other matters that may be brought before the meeting pursuant to the Swedish Companies Act or the articles of association.
§ 13 CSD Company
The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).