Articles of Association

Articles of Association of TCECUR SWEDEN AB (PUBL)

Registration number 559102 0184

Articles of AssociationAvailable in Swedish only Adopted at the Annual General Meeting on 11 June 2020.

§ 1

The company’s name is TCECUR Sweden AB (publ).

§ 2

The registered office of the Board is in the municipality of Stockholm, Stockholm County.

§ 3

Through subsidiaries, the company shall develop, sell, install and service products and services in secure communication and security systems, and conduct related activities.

§ 4

The share capital shall be no less than SEK 1,000,000 and no more than SEK 4,000,000. The number of shares shall be no less than 4,000,000 and no more than 16,000,000.

Shares may be issued in two classes, Class A and Class B. Each Class A share carries one (1) vote and each Class B share carries one tenth (0.1) of a vote. Shares of each class may be issued up to a number corresponding to the entire share capital.

Preferential rights in new share issues and bonus issues

If the company resolves to issue new shares for cash or by way of set off, each existing share shall entitle its holder to subscribe preferentially for new shares of the same class in proportion to the number of shares previously held (primary preferential right). Shares not subscribed for under the primary preferential right shall be offered to all shareholders for subscription (secondary preferential right). If the shares offered are insufficient to meet subscriptions under the secondary preferential right, they shall be allocated among subscribers in proportion to the total number of shares they previously held in the company. Where this is not possible for a particular share or shares, allocation shall be by lot.

If the company resolves to issue shares of only one class for cash or by way of set off, all shareholders, regardless of share class, shall have a preferential right to subscribe for new shares in proportion to the number of shares they previously held.

The above shall not restrict the ability to resolve on a share issue for cash or by way of set off that deviates from shareholders’ preferential rights.

The provisions above on shareholders’ preferential rights shall apply correspondingly to issues of warrants and convertible instruments.

When share capital is increased through a bonus issue, new shares of each class shall be issued in proportion to the number of shares of that class already outstanding. Existing shares of a particular class shall carry preferential rights to new shares of the same class. This shall not restrict the ability, following the necessary amendment to the Articles of Association, to issue shares of a new class through a bonus issue.

Conversion provision

At the request of a holder, a Class A share may be converted into a Class B share. At the request of a holder, a Class B share may be converted into a Class A share. A request for conversion must be made in writing to the Board, specifying the number of shares to be converted, which must be at least 10,000. The conversion shall then be reported without delay for registration with the Swedish Companies Registration Office and takes effect once registered and entered in the central securities register.

§ 5

The Board shall consist of 3 to 8 members.

§ 6

The company shall have 1 to 2 auditors with no more than 2 deputy auditors, or a registered auditing firm.

§ 7

Notice of an Annual General Meeting, or an Extraordinary General Meeting at which an amendment to the Articles of Association will be considered, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other Extraordinary General Meeting shall be issued no earlier than six weeks and no later than three weeks before the meeting. Notice shall be given through an announcement in Post och Inrikes Tidningar and made available on the company’s website. At the time of the notice, an announcement that notice has been given shall be published in Dagens Industri.

Shareholders wishing to attend a general meeting must notify the company no later than 12:00 on the date stated in the notice. That date must not be a Sunday, another public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and must not fall earlier than the fifth weekday before the meeting. Shareholders may bring one or two assistants to a general meeting, provided that the shareholder has notified the company in accordance with the above.

The Chair of the Board, or a person appointed by the Board, shall open the general meeting and chair the proceedings until a chair of the meeting has been elected.

§ 8

The Annual General Meeting shall be held each year within six months of the end of the financial year.

The following matters shall be addressed at the Annual General Meeting.

1. Election of the chair of the meeting,
2. Preparation and approval of the voting register,
3. Approval of the agenda,
4. Election of one or two persons to verify the minutes,
5. Determination of whether the meeting has been duly convened,
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and Group auditor’s report,
7. Resolutions on
   
   a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
   
   b) appropriation of profit or loss in accordance with the adopted balance sheet,
   
   c) discharge from liability for Board members and the Chief Executive Officer, where appointed,
8. Determination of fees for Board members and auditors,
9. Election of the Board and an auditing firm or auditors,
10. Any other matter to be considered by the meeting under the Swedish Companies Act or the Articles of Association.

§ 9

The company’s financial year shall be the calendar year.

§ 10

The company’s shares shall be registered in a central securities register under the Swedish Financial Instruments Accounts Act (1998:1479).

A shareholder or nominee entered in the share register on the record date and recorded in a central securities register under Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or a person recorded in a securities account under Chapter 4, Section 18, first paragraph, items 6 to 8 of that Act, shall be presumed entitled to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).