Set forth below is an English-language translation of the articles of association of the Company, adopted at the Annual General Meeting on 20 April 2023.
§ 1 Company name
The company name is Ovzon AB (publ).
§ 2 Registered office
The board of directors shall have its registered office in the municipality of Solna, Stockholm County.
§ 3 Objects of the company
The Company shall act as satellite operator and conduct other business compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 3,358,556 and not more than SEK 13,434,224.
§ 5 Number of shares
The number of shares shall be not less than 33,585,596 and not more than 134,342,384.
§ 6 Board of directors and auditors
The board of directors shall consist of a minimum of three and a maximum of ten directors without deputy members.
The company shall have one or two auditors with or without deputies or a registered auditing firm.
§ 7 Notice to shareholders’ meeting
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
Notice to the Annual General Meeting and extra shareholder’s meeting where it is proposed to change the articles of association shall be made no earlier than six weeks and no later than three weeks prior to such meeting.
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of the date as set out in the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
§ 8 Annual general meeting
The annual general meeting shall be held within six months after the end of the financial year.
The following matters shall be addressed at the Annual General Meeting:
- Election of the chairman at the general meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to certify the minutes.
- Examination whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and auditors’ report and, if applicable, the group annual report and the group auditors’ report.
- Resolution regarding:
a. adoption of income statement and balance sheet and, if applicable, the group income statement and the group balance sheet.
b. decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
c. discharge from liability of the board of directors and the managing director.
- Determination of fees to the board of directors and to the auditors.
- Election of the board directors and auditors.
- Any other matter to be dealt with by the meeting according to the Swedish Companies Act (SFS 2005:551) or the articles of association.
§ 9 Voting by mail and Power of attorneys
The board of directors has the right before a general meeting to decide that shareholders shall be able to vote by mail before the general meeting.
§ 10 Financial year
The fiscal year shall be 1 January – 31 December.
§ 11 Central securities depository registration
A shareholder that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 of the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 of the Swedish Companies Act (SFS 2005:551).