Articles of association

ARTICLES OF ASSOCIATION
for public company
Nilar International AB, reg.no 556600-2977

§ 1 Company name

The company name is Nilar International AB. The company is a public company (publ).

§ 2 Registered office

The registered office of the company shall be in the Municipality of Täby in the County of Stockholm.

§ 3 Object of the company

The object of the company’s business shall be to conduct development, marketing and sales of batteries and thereto belonging products and manage real property and chattels and to conduct activities related thereto.

§ 4 Share capital

The share capital shall be at least SEK 30,340,000 and no more than SEK 121,360,000 .

§ 5 Number of shares

The number of shares shall be at least 182,040,000 and no more than 728,160,000.

§ 6 Board of directors and auditor

The board of directors shall consist of three (3) to ten (10) directors with no more than ten (10) deputy directors. 

The company shall have one (1) or two (2) auditors with no more than two (2) deputy auditors or one (1) or two (2) registered accounting firms. 

§ 7 Convening of shareholders’ meeting

Notice of general meetings shall be made by announcement in Post- och Inrikes Tidningar and by posting of the notice on the company’s website. Announcement that notice has been issued shall simultaneously be made in Svenska Dagbladet.

§ 8 Attendance at shareholders’ meeting

A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of the date as set out in the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

§ 9 Place for holding shareholders’ meeting

A general meeting of the shareholders is to be held at the registered office of the company or in the municipality of Stockholm.

§ 10 Matters of the annual general meeting

The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered: 

1. Election of chairman of the meeting.

2. Preparation and approval of the voting list. 

3. Approval of the proposed agenda. 

4. Election of one or more persons to certify the minutes.

5. The issue of whether the meeting has been duly called.

6. Presentation of the annual report and auditor’s report and the group annual report and the group auditor’s report. 

7. a) Adoption of income statement and balance sheet and the group income statement and the group balance sheet.

   b) Decision regarding the profit or loss of the company in accordance with the adopted balance sheet.

   c) Decision regarding discharge from liability for the board of directors and the general manage.

8. Determining the number of directors, and if applicable deputy directors, and auditors, and if applicable deputy auditors. 

9. Determining the fees for the board of directors and the auditors.

10. Election of board of directors, chairman of the board and auditors, and if applicable, deputy directors and any deputy auditor.

11. Any other matter which have been referred to the meeting according to the Companies Act or the articles of association.

§ 11 Proxy and voting by post

The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).

The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.

§ 12 Financial year

The company’s financial year shall be 1 January – 31 December.

§ 13 Central securities depository registration

A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 of the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first para., items 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).

These articles of association have been adopted at the extra general meeting held on 18 May 2022.

Bolagsordning / Articles of association Nilar International AB