Articles of Association for Biokraft International AB

This is a non-official translation of the Swedish wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail. (Org. No. 556528-4733) Articles of Association adopted at the Extraordinary General Meeting on 27 March 2024.

§1. Company name

The name of the company is Biokraft International AB. The company is a public company (publ).

§2. Registered office 

The board of directors shall have its registered office in the municipality of Stockholm.

§3. Operation

The object of the company shall be to, directly or indirectly, produce and distribute biogas on an international market, and to conduct research, development and dissemination of knowledge in the field of biogas production on a commercial basis, and other activities compatible therewith.

§4. Share capital 

The share capital shall be not less than SEK 87,000,000 and not more than SEK 348,000,000.

§5. Number of shares 

The number of shares shall be not less than 43,500,000 and not more than 174,000,000. 

§6. Board members and deputy board members 

The board shall consist of no less than three and no more than ten members with up to ten deputies. The members and deputies are elected annually at the annual general meeting for the period until the end of the next annual general meeting.

§7. Auditor

For the review of the company's annual report and accounting records, as well as the management pursued by the board of directors and the managing director, the annual general meeting shall elect at least one and not more than two auditors together with not more than two deputy auditors, alternatively a registered auditing firm. 

§8. Notice 

Notice of general meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company's website. Information that the notice has been given shall be announced in Dagens Industri at the time of the notice. Notice of annual general meeting and notice of extraordinary general meeting where amendment of the articles of association will be considered must be issued no earlier than six weeks and no later than four weeks prior to the meeting. 

§9. Registration for the general meeting 

To participate in the general meeting, shareholders shall notify the company no later than the day stated in the notice of general meeting. This day may not be a Sunday, public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday prior to the general meeting. At a general meeting, a shareholder may be accompanied by one or two persons assisting him, provided however, that the shareholder has notified the company of the number of assistants in accordance with what has been specified for notification of participation in the general meeting. 

§10. Postal voting and proxy collection 

The Board may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors may decide before the general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting according to what is stated in Chapter 7, Section 4a of the Swedish Companies Act (2005:551). 

§11. Annual general meeting 

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

1. Opening of the meeting
2. Election of chairman at the meeting
3. Drafting and approval of the voting list
4. Election of one (1) or two (2) scrutinisers
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditors’ report and, where applicable, consolidated accounts and auditors’ report on the consolidated accounts
8. Decision on a. determination of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet; b. appropriation of the limited company's profit or loss according to the adopted balance sheet; c. discharge of liability for board members and the managing director.
9. Determination of the remuneration for the Board of Directors and the Auditors
10. Election of the Board of Directors and, where applicable, Auditors
11. Other matter that shall be considered, by the annual general meeting according to the Swedish Companies Act (2005:551) or the articles of association.

§12. Financial year 

The financial year of the company shall be January 1 - December 31.

§13. Reconciliation clause 

The company's shares must be registered in a reconciliation register according to the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).