1 COMPANY NAME
The company name is I-Tech AB (publ). The company is a public company.
2 THE BOARD OF DIRECTORS
The registered office of the company’s board of directors is in the municipality of Mölndal.
The company’s business consists of developing and commercializing environmentally compatible key components for inhibiting biofouling in marine environments and engaging in activities compatible therewith.
The share capital shall amount to at least SEK 10,000,000 and not more than SEK 40,000,000.
5 NUMBER OF SHARES
The number of shares shall be at least 5,000,000 and not more than 20,000,000.
The Board shall consist of four to seven ordinary members, with a maximum of seven deputies. Board members and deputy board members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
To review the company’s annual report and accounts, as well as the administration of the Board of Directors and the Managing Director, an Authorized Public Accountant or Registered Auditing Company is appointed with or without Deputy Auditors.
Notice of a General Meeting shall be made by advertising in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Dagens Industri that notice of a Annual General Meeting has been made.
9 RIGHT TO PARTICIPATE IN A GENERAL MEETING
Shareholders who wish to participate in a General Meeting must be listed as shareholders in such a printout or other presentation of the entire share book referred to in Chapter 7. Section 28, third paragraph, of the Swedish Companies Act (2005: 551), regarding the conditions five weekdays before the meeting, and to register its participation to the company by the date and date stated in the notice convening the meeting. The latter day may not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than fifth weekday before the meeting.
Shareholders may bring one or two assistants at the General Meeting, but only if the shareholder has notified this in accordance with the preceding paragraph.
10 ANNUAL MEETING
Annual General Meetings are held annually within six months after the end of the financial year.
The following items shall be addressed at the Annual General Meeting:
1. Election of Chairman of the General Meeting.
2. Establishment and approval of the voting list.
3. Election of one or two persons to check and verify the minutes.
4. Examination of whether the Annual General Meeting has been convened
5. Approval of the agenda.
6. Presentation of the Annual Report and Auditor’s Report, as well as, where applicable, the consolidated accounts and the Group Audit Report.
7. Decision on:
- a) adoption of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet,
- b) disposition of the Company ‘s profit or loss in accordance with the adopted Balance Sheet, and
- c) discharge from liability of the board members and the chief executive officer.
8. Determination of the number of board members and deputies.
9. Determination of fees to board members and auditors.
10. Election of the Board of Directors and the auditor and, as the case may be, deputy auditors.
11. Other matters to be addressed by the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
11 FINANCIAL YEAR
The company’s financial year is the calendar year.
12 CSD CLAUSE
The shareholder or trustee who, on the record date, is entered in the share register and recorded in a central securities depositary (CSD) register, according to Chapter 4 in the Swedish Central Securities Depositaries and Financial Instruments Accounts Act (1998: 1479) or those listed in Reconciliation Accounts under Chapter 4. Section 18, first paragraph 6 to 8, in said Act, shall be deemed to be entitled to exercise the rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).