Articles of association
1 § Company
The Company's name is Tempest Security AB. The Company is a public limited company (plc).
2 § Registered office
The Board of Directors has its registered office in Stockholm.
3 § Objects
The Company shall, directly or indirectly, own and manage shares and stakes in other companies, conduct property operations or property management, directly or through hired personnel, as well as to conduct other activities which are compatible with such services.
4 § Share capital
The share capital shall not be less than SEK 500 000 and not more than SEK 2 000 000.
5 § Number of shares
The number of shares in the Company shall not be less than 5 000 000 and not more than 20 000 000.
6 § Board of Directors
The Board of Directors shall consist of a minimum of three (3) and a maximum of ten (10) members.
7 § Auditor
The Company shall have a minimum of one and a maximum of two auditors with a maximum of two deputy auditors or a registered auditing company.
8 § Notice of Annual General Meeting
Notice of the Annual General Meeting shall be announced in The Official Swedish Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company's website. An advertisement will be placed in newspaper Svenska Dagbladet announcing that a notice has been given.
9 § Notification of participation in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting must be entered as a shareholder in such a printout or other presentation of the share register as referred to in Chapter 7 Section 28 Paragraph 3 of the Swedish Companies Act (2005:551), as of five weekdays before the meeting, and must notify the Company no later than the date stated in the notice. The latter date may not be a Sunday, a public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth working day before the Annual General Meeting.
Shareholders may be accompanied at the general meeting by a maximum of two assistants, but only provided the shareholder has given notice in accordance with the preceding paragraph.
10 § Agenda items at the Annual General Meeting
The annual general meeting is held each year within six months of the end of the financial year. The agenda for the Annual General Meeting shall include the following matters of business:
- Elect a chairman for the meeting;
- Prepare and approve the voting list;
- Approve the agenda;
- Elect one or two persons to attest the minutes;
- Confirm that the meeting has been properly convened;
- Presentation of the annual report and the auditor's report and, if applicable, the consolidated financial statement and the auditor's report for the group;
- Resolutions regarding:
adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
allocation of the Company's profit or loss according to the adopted balance sheet; and
discharge from liability for board members and the managing director;
- Determination of fees for the board of directors and the auditors;
- Election of the board of directors and accounting firm or auditors;
- Any other business incumbent on the meeting according to the Companies Act or the articles of association
11 § Financial year
The Company's financial year shall comprise of the calendar year.
12 § Reconciliation company
The Company's shares must be registered in a record register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479).