dsc 0301

Investors

Articles Of Association

N.B. The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

1. Business Name

The company’s business name is Ripasso Energy AB (publ).

2. Registered Office

The registered office of the company shall be in the municipality of Göteborg.

3. Business

The company shall carry on marketing, sales, design and manufacturing of renewable energy systems as well as conduct other business in relation thereto.

4. Share Capital

The share capital of the company shall be no less than SEK 500 000 and no more than SEK 2 000 000.

5. Number of Shares

The number of shares shall be no less than 50 000 000 and no more than 200 000 000.

6. Board of Directors

In addition to any board members appointed separately in accordance with applicable law, the board of directors shall consist of no less than four (4) and no more than six (6) ordinary board members.

7. Auditor

An authorized public accounting firm shall audit the company’s annual accounts together with the accounting records and the board’s and, where applicable, the managing director’s administration of the company.

8. CSD-Company

The shares of the company shall be registered in a CSD-registered pursuant to the Financial Instruments (Accounts) Act (SFS 1998:1479).

9. Notices

Notices convening a shareholders’ meeting shall be made by announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company website. It shall be announced in Svenska Dagbladet that notice has been duly mad

10. Annual General Meeting

An annual general meeting of the shareholders shall be held within six (6) months of meeting the expiry of each financial year. At the annual meeting the following matters shall be dealt with:

(a) Election of chairman of the meeting;

(b) Preparation and approval of voting list;

(c) Approval of the agenda;

(d) Election of one (1) or two (2) persons to approve the minutes;

(e) The question as to whether the meeting has been duly convened; and

(f) Presentation of the annual report and auditor’s report and, if applicable, the group annual report and the group auditor’s report
   

Resolutions

(a) on adoption of the profit and loss statement and balance sheet and, if applicable, the group profit and loss statement and the group balance sheet;

(b) on allocation of the company’s profit or loss in accordance with the adopted balance sheet;

(c) on discharge from liability against the company for the members of the board of directors and, where applicable, auditors and deputy auditors;

(d) Resolution on the number of board members and deputy board members and, where applicable, auditors and deputy auditors;

(e) Resolution on fees for the board of directors and, where applicable, the auditors;

(f) Election of the board of directors and, where applicable, auditors and deputy auditors; and

(g) Any other matter to be dealt with at the general meeting under the articles of association or the Swedish Companies Act.

11. Place

Any general meeting shall be held at the place where the company has its registered office or in Stockholm.

12. Votes

At the shareholders’ meeting, each shareholder may vote for all the shares possessed or represented by him without limitation.

13. Financial Year

The financial year of the company shall be the calendar year.


Below, the Articles of Association is available for downloading.