Articles of association

Articles of association

§ 1

Company

The company’s company name is ZAZZ Energy of Sweden AB (publ).

§ 2

Registered office

The board is based in Älvdalen.

§ 3

Operation

The company will produce electricity and hot water through gasification of garbage, plastic, rubber and forest products as well as compatible operations.

§ 4

Share capital

The share capital amounts to a minimum of SEK 700,000 and a maximum of SEK 2,800,000.

The shares can be partly A shares and partly B shares. Class A shares carry 10 votes and Class B shares carry 1 vote.

Class A shares may be issued for a maximum of 80,000,000 and Class B shares for a maximum number of 80,000,000.

In the case of a new issue of shares or an issue of warrants or convertibles against payment in cash or by receipt of receivables,

that

old share gives preference to a new share of the same type, however, if only one of the shares is issued, each old share, regardless of share series, gives preference to a new share

that

shares that are not subscribed for by the primarily eligible shareholders shall be offered to all shareholders,

that

unless the entire number of shares subscribed for due to the latter offer can be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own and, in which this cannot be done, by drawing lots.

What has been said above shall not imply any restriction on the possibility of making a decision on a new issue of shares or an issue of warrants or convertibles against payment in cash or by set-off with deviation from the shareholders’ preferential rights.

In the event of an increase in the share capital through a bonus issue, the shareholders have preferential rights to the new shares in relation to the number of shares they previously own, in which case owners of series A shares shall be entitled to new series A shares and owners of series B shares shall be entitled to new Series B shares in proportion to its share in the share capital. What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue, after the necessary amendment of the Articles of Association.

§ 5

Number of shares

The number of shares in the company shall be a minimum of 20,000,000 and a maximum of 80,000,000.

§ 6

Board

The board consists of 3-10 members with a maximum of 10 deputies.

§ 7

Auditors

The company shall elect 1-2 auditors with or without deputy auditors.

§ 8

Summons

Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and on the company’s website. At the time of summons, information that the summons has been issued shall be announced in Svenska Dagbladet.

Notice of the Annual General Meeting shall be given no earlier than six and no later than four weeks before the meeting and in the case of an Extraordinary General Meeting that shall not address the issue of an amendment to the Articles of Association no earlier than six weeks and no later than two weeks before the meeting.

§ 9

Annual General Meeting

The Annual General Meeting is held annually within 6 months after the end of the financial year.

The following matters shall be discussed at the Annual General Meeting:

  1. Election of chairman of the meeting
  2. Establishment and approval of the ballot paper
  3. Selection of one or two protocol adjusters
  4. Examination of whether the meeting has been duly convened
  5. Approval of Agenda
  6. Presentation of submitted annual report and auditor’s report as well as, where applicable, consolidated accounts and any consolidated auditor’s report
  7. Decision
    • on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
    • on dispositions of profit or loss in accordance with the approved balance sheet, and
    • on discharge from liability of board members and the CEO
  8. Determination of board and auditor fees
  9. Election of board and auditors as well as any deputy auditors
  10. Other matters, which come before the meeting in accordance with the Swedish Companies Act or the Articles of Association

§ 10

Financial year

The financial year is 0101 – 1231.

§ 11

Attendance at the Annual General Meeting

To be allowed to attend the Annual General Meeting, shareholders must register and the number of assistants with the company before 16.00 no later than the day specified in the notice convening the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting. Representatives do not have to report the number of assistants. The number of assistants may not exceed two.

§ 12

Reconciliation reservation

The company’s shares must be registered in a reconciliation register in accordance with the Act (1998: 1479) on central securities depositories and accounting of financial instruments. The shareholder or nominee who on the record date is entered in the share register and recorded in a record register in accordance with ch. The Act (1998: 1479) on central securities depositories and accounting of financial instruments or those that are recorded in a reconciliation account in accordance with ch. Section 18, first paragraph 6-8 of the said Act shall be assumed to be competent to exercise the rights that follow from Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).