Articles of Association
Articles of Association for WntResearch AB
§ 1 Name
The name of the Company is Wntresearch AB. The Company is public (publ).
§ 2 Registered office
The Board of Directors shall have its registered office in the Municipality of Malmö.
§ 3 Object
The object of the Company’s business is to patent innovation and refine innovation into commercially attractive patents, to license these for further exploitation by other parties, and to conduct other compatible operations.
§ 4 Share capital
The share capital shall be no less than SEK 1,533,265.65 and no more than SEK 6,133,062.60.
§ 5 Number of shares
The number of shares shall be no less than 17,036,285 and no more than 68,145,140.
§ 6 Board of Directors
The Board of Directors shall comprise no less than 3 and no more than 8 board members, with no more than 2 alternates.
§ 7 Auditors
To examine the Company’s Annual Report and accounts, as well as the administration of the Company’s affairs by the Board of Directors and the Managing Director, one or two auditors with or without deputies, or a registered audit firm, shall be appointed.
§ 8 Convocation of general meeting
Notices convening a General Meeting shall always be published in “Post- och Inrikes Tidningar” and on the website of the Company. The fact that notice has been given shall be published in “Svenska Dagbladet”. In the event that Svenska Dagbladet ceases to be published, the convocation shall be announced in “Dagens Industri” instead.
§ 9 Notification of participation in general meeting
Entitled to participate in the general meeting are those shareholders who are registered in the shareholders’ register as stipulated in the Swedish Companies Act 7 ch. 28 s. third paragraph, and who by no later than the date indicated in the notice convening the general meeting have notified the Company of their intention to attend. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekday before the general meeting.
§ 10 Annual General Meeting
The Annual General Meeting shall resolve the following matters:
1. Election of the Chairman of the general meeting.
2. Establishment and approval of the list of voters.
3. Approval of the agenda.
4. Appointment of one or two persons to countersign the minutes.
5. Determination of whether the general meeting was duly convened.
6. Presentation of the annual accounts and the Auditor’s Report, and, when applicable, of the consolidated accounts and Auditor’s Report.
a) on approval of the Income Statement and Balance Sheet, and when applicable, of the Consolidated Income Statement and Balance Sheet.
b) on allocations in respect of profit or loss according to the approved Balance Sheet;
c) on discharge from liability for the directors and the CEO.
8. Determination of the fees for the Board of Directors and the auditors.
9. Election of board members and alternates, and, if applicable, of auditors or audit firm and deputies.
10. Any other matters to be considered by the General Meeting according to the Swedish Companies Act or the Articles of Association.
§ 11 Financial year
The Company’s financial year shall be1 January – 31 December.
§ 12 CSD Clause
The Company’s shares shall be registered in a CSD (Central Securities Depositary) register under the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
These Articles of Association were adopted by the Annual General Meeting on 18 May 2017.