1 § Name
The name of the company is GS Sweden AB. The company is a public company (publ).
2 § Registered office
The board of directors registered office is in Stockholm.
3 § Object of the company’s business
The objects of the company’s business are to, directly or indirectly through subsidiaries, develop and commercialize nanosatellites and cube-satellites as well as other activities compatible therewith.
4 § Share capital
The company’s share capital shall be not less than SEK 945,000 and not more than SEK 3,780,000.
5 § Shares
The number of shares in the company shall be no less than 13,500,000 and no more than 54,000,000.
6 § Board of directors
The board of directors shall consist of not less than three (3) and not more than seven (7) members without deputy members.
7 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors with not more than two (2) deputy auditors. The auditor(s), or deputy auditor(s) (as applicable), shall be an authorized public accountant or a registered public accounting firm.
8 § Notice of shareholders’ meeting
Notices of shareholders’ meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Svenska Dagbladet that a notice has been made.
Shareholders wishing to participate in shareholders’ meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the shareholders’ meeting and notify the company no later than the date specified in the notice of the shareholders’ meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the shareholders meeting. A shareholder may be accompanied by advisors at a shareholders’ meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.
9 § Matters to be addressed at annual shareholders’ meetings
- The following matters shall be addressed at annual shareholders’ meetings:
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report on the group;
- Resolution in respect of adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;
- Resolution in respect of allocation of the company’s profit or loss according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors’ and the managing director’s discharge from liability;
- Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;
- Determination of fees payable to the members of the board of directors and the auditors;
- Election of the members of the board of directors, auditors and, where applicable, deputy auditors; and
- Other matters which are set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) or the company’s articles of association.
10 § Financial year
The company’s financial year is 1 January – 31 December.
11 § CSD clause
The shares of the company shall be registered in a CSD register in accordance with the Central Securities Depositaries and Financial Instruments Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).