Articles of association
The Articles of Association listed below were adopted by the Annual General Meeting on April 27, 2011.
1 Name
The name of the Company is Rabbalshede Kraft AB (publ).
2 Registered office
The Board of Directors shall be registered in the County of Västra Götaland and the Municipality of Tanum.
3 Operations
The object of the Company’s operations is to engage in the planning and operation of, and investments in, wind power and other types of renewable energy and to conduct other related operations in Sweden and abroad.
4 Share capital
The Company’s share capital shall amount to not less than SEK 220,000,000 and not more than SEK 880,000,000, distributed among a minimum of 22,000,000 shares and a maximum of 88,000,000 shares with a quotient value of SEK 10 per share.
5 Number of shares
The shares may be Class A or Class B shares. Class A shares entitle the holder to one (1) vote and Class B shares entitle the holder to one-tenth (1/10) of a vote. Class A shares may be issued in a minimum number of 794,568 and maximum of 1,000,000, and Class B shares in a minimum number of 21,205,432 and maximum of 87,000,000.
In the event of an increase in share capital through a cash issue or an offset issue, shareholders shall have preferential rights to the new shares in relation to the number of shares already held. Holders of Class A shares thus are primarily entitled to new Class A shares and holders of Class B shares are primarily entitled to new Class B shares. Shares that are not subscribed for by the primarily entitled shareholders shall be offered to all shareholders, and unless all of the shares that are subscribed for under the aforementioned offer can be issued, then the shares shall be allocated among the subscribers in relation to the number of shares previously held, and, insofar as this is not possible, through lottery. The same preferential rights shall apply in the issue of warrants and convertibles.
In the event of an increase in share capital through a bonus issue, Class A and Class B shares shall be issued in relation to the number of shares of the same type already held. Accordingly, the old shares shall entitle the holder to new shares of the same type in relation to their proportion of share capital.
6 Conversion clause
Class A shares shall, upon request of the owner of such shares, be converted into Class B shares. Holders of Class A shares are entitled to demand that all or part of their Class A shareholdings be converted to Class B shares. The request for conversion shall be made in writing to the company, whereby the number of shares to which the request refers shall be stated. The Board shall subsequently report the conversion without delay to the Swedish Companies Registration Office for registration. The conversion will be in effect as soon as the registration is completed and it has been noted in the central securities depository register.
7 VPC registration clause
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
8 Board of Directors
The Board of Directors shall comprise not less than three and not more than eight members.
9 Auditors
To review the Company’s Annual Report and financial statements, as well as the management of the Board and President, the Annual General Meeting shall appoint one (1) or two (2) auditors, with or without deputies, or one (1) or two (2) auditing companies.
10 Notice of Annual General Meeting
Notices of the Annual General Meeting and of Extraordinary General Meetings at which matters regarding amendments to the Articles of Association are to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than three weeks prior to the Meeting. Notices of the Annual General Meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and the company's website. That notice has been made shall be announced in Dagens Industri and Göteborg Posten.The Annual General Meeting shall be held in Rabbalshede or Gothenburg.
11 Right to participate in the Annual General Meeting
Shareholders who want to participate in the Annual General Meeting shall be listed in print-outs or other representation of the entire shareholders’ register as defined by Chapter 7, Section 28, Paragraph three of the Swedish Companies Act (2005:551), concerning the circumstances five (5) weekdays prior to the meeting, as well as notify the company not later than at the time and date specified in the notice to the Meeting. The aforementioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
Shareholders may bring one or two assistants to the Annual General Meeting, although only if the shareholder has provided notification of this in accordance with the previous paragraph.
12 Agenda at the Annual General Meeting
The Annual General Meeting shall be held in Rabbalshede or Gothenburg, whereby the following matters shall be addressed:
1. Election of Chairman of the meeting.
2. Confirmation and approval of the register of voters.
3. Election of one or two officers to verify the minutes.
4. Confirmation that the meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the Annual Report and the Auditor's Report.
7. Resolutions concerning
a. adoption of the Income Statement and the Balance Sheet
b. disposition of the Company’s profit or loss in accordance with the adopted Balance Sheet and
c. discharge of the members of the Board and the President from personal liability when applicable.
8. Approval of fees for members of the Board and the auditors.
9. Election of Board members and election of the auditors.
10. Other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies' Act (2005:551) or the Articles of Association of the Company.
13 Fiscal year
The Company’s fiscal year shall be from January 1 – December 31.
Next calendar event
- 13 Jul
- Interim report January-June 2012